Loud 10 and MLP Unite
by Ninjamon1228
Summary: Due to a portal spell, Lincoln Loud from my Loud 10 story ends up in Equestria. Due to his presence many things will happen and change. For better or for worse? You'll have to read and find out what happens. Cover art by Petrus-C-Visagie
1. Prologue

_**So, I've told you all in my one shot serious that I would love to do a crossover between Loud 10 and My Little Pony...and here it is! Ok, here's the thing, I've actually had this story on FimFiction for a while now and was planning on only keeping it on there until I got to Alien Force...but I got impatient and want all of you to see it as well XD.**_

_**So sorry Qazse I couldn't help myself.**_

_**But you know what, it's my story and I can do what I want damn it!**_

_**So I hope you all enjoy!**_

* * *

In an open field on a bright sunny day, everything seemed completely peaceful,

But there was one thing to note.

This world…wasn't the one you think you know. It was a world of magic…and ponies. This was the land of Equestria. There were three types of ponies that made up the majority of Equestria's population.

The Earth Ponies, ponies that had a special connection to nature itself.

Pegasus. Ponies that could fly with their wings and walk on clouds and even control the weather.

And finally, the Unicorns. Ponies that can use and channel magic through their horns.

There was, however, a fourth kind. And currently, one of those fourth kind and another creature were walking through the field with smiles on their faces. One of them was a pony that had both the horn of a Unicorn and the wings of a Pegasus.

She was mainly purple in color with a very dark blue main and tail that had a pink and dark purple streak in them. She had purple eyes and on her flank was a special mark that looked like a pink sparkling star. This was Twilight Sparkle, and Alicorn. A newly ascended alicorn in fact.

Walking next to her was a small dragon. He mainly had purple scales on his body with his under belly having very light green scales as well as regular green spikes running from his head to his tail as well as green eyes. This was Spike.

Currently, Twilight and Spike stopped walking once they reached the middle of the field. Hardly any clouds in the sky and simple green grass and a light breeze flowing through the air. Twilight then looked around, seemingly looking for something. And just then, Spike decided to speak up.

"So, where do you think everypony else is?" The dragon asked as he put a hand over his eyes to block the sun so he could look around better.

"Guess we're the first ones here." Twilight assumed as she took around and didn't see any of the other ponies, they were expecting to meet here weren't quite around the area.

And then…

"INCOMING!" The familiar voice and tone made Twilight and Spike panic and duck and cover. Suddenly a rainbow blur went right over their heads and crashed into the ground. They opened one of their eyes to make sure everything was alright before they heard. "I'm ok!"

Twilight and Spike stood up and couldn't help but smile and roll their eyes at the all too familiar situation that just occurred and looked to see another pony approaching them after she recovered from her little crash. This pony was a Pegasus with light blue fur and wings with a rainbow mane and tail. She had magenta eyes and on her flank was a symbol of a cloud with a rainbow lightning bolt. This was Rainbow Dash.

"Sup guys!" The rainbow themed Pegasus greeted her friends. "Am I late?"

"Actually, you're the first to arrive after me and Spike." Twilight told her as Spike gave Rainbow Dash a wave.

"Huh, that's usually the opposite of how things go." Rainbow said as she put a hoof to her chin. Usually she was the last one to arrive to meet ups and such.

Suddenly the sound of bouncing was heard and the three of them looked to the source and smiled as they saw another pony approaching them. This pony was bouncing towards them with her tail which matched her mane of being extremely poufy and pink, resembling cotton candy almost. The rest of her was a light pink and she had blue eyes and on her flank, she had three balloons two blue and one yellow. This was Pinkie Pie.

"HEY EVERYPONY!" Pinkie greeted them in an extremely enthusiastic tone.

"Hey Pinkie Pie!" Spike greeted with a wave as the other two ponies waved to her with their hooves as Pinkie Pie stopped bouncing once she was in front of them.

"Hi Spike! Hi Twilight! Hi Rainbow Dash! Wow, didn't expect to see you here before everypony else!" Pinkie Pie pointed out all with a smile on her face.

"Yeah, I said the same thing." Rainbow told her pink friend with a smirk.

"Anyway, sorry I wasn't here earlier the Cakes needed help with a big order and of course I wasn't gonna not help them with that but then I thought 'I was supposed to meet my friends' so then I was caught in a paradox on helping the cakes or meeting my friends. But then I remembered I didn't have to be here for another 3 hours so I helped the cakes and now I'm here!" Pinkie explained in a tone so fast it was amazing that Twilight, Spike, and Rainbow kept up with it.

"Don't worry Pinkie, it's alright." Twilight reassured their hyperactive friend. "Plus, we're still waiting for everypony else so there's no worries."

"I wonder when they'll get here." Spike wondered as looked around the plain for any more of their friends.

Pinkie then reached into her cotton candy like mane and pulled out a periscope somehow and put it over her eyes and rotated her head while saying. "Beep…beep…beep…beep…" Like a submarine would as she looked through the scope.

Just then she perked up and spotted something as she went. "BEEP! BEEP! BEEP! BEEP!" Getting her friends attention as she pointed a hoof towards the direction she was looking in and said. "Friend spotted!"

The other three looked in the direction Pinkie was pointing at and smiled as they saw another Pegasus pony approaching them. She had a long light pink mane and tail with light yellow fur and feathers and cyan eyes. On her flank she had a symbol of three butterflies. This was Fluttershy.

The three ponies and dragon all waved to her with Fluttershy noticing and perking up a bit as she slightly sped up her walk towards them. Once she reached her friends, she spoke up in a quiet timid voice. "Hi everypony. I hope I'm not late."

"Nope. You're good shy." Rainbow Dash reassured her fellow pegasi.

Fluttershy's eyes widened a tiny bit when she saw the rainbow themed Pegasus. "Oh, Rainbow, you're here-

"Early, yeah I know." Rainbow Dash finished for her in a slight sarcastic tone making everypony present giggle a little bit.

"Well it looks like we're only missing the love birds." Twilight announced to everyone as Rainbow made a gagging sound and Pinkie and Fluttershy giggled in response.

With Spike, he simply lowered his head and sighed. "Just try to move on Spike. It'll be better for everypony once you do." The dragon told himself as Twilight patted his back in support.

"We're here darlings~" An elegant voice called out as everypony turned to the source of the voice and saw the last two of their group finally arriving.

There were two ponies coming together this time. The first one had their left foreleg wrapped around the other one and had light orange hair with freckles on her cheeks, green eyes and had a blond mane and tail with her mane tied up at the end with a red band and wearing a Stenson hat. On her flank she had a symbol of three apples. This was Applejack.

The pony Applejack had her hoof wrapped around had white fur with a purple mane and tail that were very well kept and done. She was a unicorn as shown by the white horn on her head and she had dark blue eyes. This was Applejack's marefriend, Rarity.

"Sorry we're late everypony. Got a little caught up." Applejack said as she held her marefriend close.

"Let me guess, another makes out session under the apple tree." Rainbow Dash guessed with a deadpanned look, trying not to get the image in her head.

Applejack and Rarity blushed in turn to Rainbow's guess as Rarity quickly said. "No!" their friends, expect Rainbow and Spike, all gave them smirks and raised brows as Rarity followed up with. "Granny Smith said to keep our display of affections indoors from now one."

Applejack then cleared her throat to get rid of the awkwardness as she explained. "Ah just got a little held up today with apple bucking. But right when ah got done ah picked up my little sugar cube and headed here." The farm pony explained as she gave her girlfriend a loving nuzzle.

While most of the other ponies aaaw'd at the scene, Rainbow Dash pointed her hoof to her mouth and made a gagging sound. "Keep the lovey dovey stuff in the bedroom you two." The blue Pegasus said, making Applejack and Rarity freeze up and faces to go red. "Twilight, what'd you want to show us?"

"Yes, right. Almost forgot." Twilight said as everypony turned their attention to her. "I'm sure you all know that as an Alicorn, my magic is a lot more powerful then it was before when I was a Unicorn."

"Why yes we do, _Princess Twilight_." Rarity said with a smile while putting an emphasis on the last two words.

However, Twilight gave an uncomfortable look at this and said. "Rarity, I already told you all that I don't want you girls calling me that. I rather things just stay the same between us despite…everything that happen."

"Right, sorry darling." Rarity sheepishly apologized. Although she couldn't get why Twilight didn't embrace her new name as a Princess, but respected her friends wishes.

"Anyway, getting back to topic." Twilight said, trying to get things back on track to what she wanted to show and do today. "Like I said, my magic a lot more powerful now and that opens up tons of new possibilities."

Twilight then look to her friends and asked a question of the subject she's been excited for so long to share with her friends. "Have any of you ever heard of multiverse theory?"

All of the ponies all thought about it but couldn't think of anything familiar involving what Twilight asked. "Fraid not Twi." Applejack said as the other ponies nodded in confirmation and not knowing what Twilight asked.

"Well, it's a bit complicated but let me put it simply. It's essentially the idea that there's an infinite amount of universe's that exist. One's far different and separate from our own." Twilight explained as a few of Twilights friends couldn't help but find interest in the topic.

"But I thought the universe _was_ everything?" Rainbow Dash asked in confusion.

"Well yes and no." Twilight told the rainbow themed Pegasus. "Like I said it's complicated. But, in my research I found an old unfinished spell my Star Swirl the Bearded that could potentially open up a portal to one these universes. The key to this? Alicorn magic!"

Everypony could see how excited Twilight was getting from talking about it and simply let the Alicorn go on talking, knowing how she could get when talking about stuff like this. "I mean imagine the possibilities and kinds of things these universes could hold!"

Pinkie then let out a loud gasp as she smiled incredibly wildly and said. "Vegetables that taste like deserts!"

It was then Rainbow Dash smiled and added in her own thoughts. "Ponies as fast as me! It'd be nice to have some good competition."

"Talking animals!" Fluttershy suddenly spoke up excitedly.

However, Everypony gave Fluttershy a confused look as Applejack asked. "Uh, Fluttershy, can't you actually talk to animals?"

Fluttershy in turn felt an embarrassed blush come to hear and she turned her head away from everypony and said. "I mean, it would still be nice."

Twilight then rapidly shook her head to get her focus back and smiled at her friends and said. "Exactly! The possibilities are practically infinite!"

"So, I'm guessing your gonna try and open up one of these portals?" Rarity guess as she could already guess where this was going.

"Yep." Twilight confirmed, surprising nopony.

"Um, are you sure this is safe?" Spike asked with a worried tone as he remembered all the different magical problems they got involved with. Some of which were kinda Twilights fault.

"Don't worry Spike." Twilight reassured her number one assistant. "I've spent hours going over this spell and I'm 100% confident this will work!"

"Well then what are you waiting for?!" Rainbow asked enthusiastically, honestly feeling excited about this.

Twilight gave Rainbow a confident nod as she said. "Alright everypony, step back. This is gonna be big!" Everypony did as told and stepped back from the area Twilight was at and watched as the purple Alicorn clenched her eyes shut as an intense amount of magic energy radiated from her horn.

Once she charged up enough magic, she let out a beam of it at the sky and started to collect the magic she was releasing in one area as the magic started to swirl around in place and take a circular shape.

"Just…a…little…more!" Twilight struggled to say as all the magic she was using was putting a massive strain on her. Her friends put on worried looks as they saw Twilight still working on the spell and it seemed she was overexerting herself.

Just as Spike was about to yell at Twilight to stop, suddenly a shockwave of energy was created that sent him flying back a bit as well the other ponies.

When they all got up and recovered, they looked to see Twilight standing on shaky hooves and heavily breeding. "Twilight!" They all yelled out in concern as they went over to her.

"Are you alright?" Fluttershy asked in concern.

"Y-yeah…I'm fine girls…thanks." Twilight said in between breathes. She then smiled as she pointed a hoof up and said. "But look, it worked!"

Everypony looked up to the sky and saw that, true to the Alicorns words, the spell had work. A blue swirling portal was in the sky. Everyone was in awe at the sight as Spike asked. "So…that's leads to an entirely different universe?"

"If I did the spell right, yes." Twilight confirmed as she could now stand up steadily on her own as everyone simply looked up at the portal.

"What do ya'll think it has?" Applejack asked as she was completely stunned in wonder at the thought of the different possibilities another world, no, another universe could have.

"Wait, look!" Rarity said as she pointed at the portal.

"What is it?" Fluttershy asked as she looked at the portal to try and find what Rarity was referring to.

"I think…I think I see something in it?" Rainbow said as she saw some sort of figure in the portal.

"Ooh! What is it?! What is it?!" Pinkie Pie asked excitedly, eager to see a new 'Out of Universe visitor' maybe she could throw them a 'Welcome to our Universe' party.

Before anypony could say anything else, suddenly the figure got bigger until suddenly a black blur came flying out of the portal and landing not to far away from them. A dust cloud was created when the figure land and the group slowly started to approach the location of the dust cloud to see what came out of the portal and…

_SCREEEEEEEEEEEEEEEEEEEEEECH!_

An ear-piercing screech came from the dust cloud making everypony yell in pain as they covered their ears to try and block the noise of the intense sound. They then looked to dust cloud again and saw that the dust had actually cleared, and they could see what caused the sound. And what they saw make them freeze in fear.

Right in front of them was some sort of bug-like creature that had no eyes and three rows of razor-sharp teeth in its mouth along with a snake like tongue. It had a black exo-skeleton and stood on all fours and its fore and hind legs have purple tips claws as well as a tail that had a large sharp needle-like end.

"WHAT THE HAY IS THAT THING?!" Rarity shrieked out in horror and disgust at the creature as she held onto Applejack like a lifeline.

The creature heard this and looked to where Rarity and Applejack were and let out another screech as it started to charge at the couple. Applejack let out a scream as she barley managed to dodge the creature's mouth by taking hold of Rarity and jumping out of the way.

"Twilight what in Tartarus is that thing?!" Applejack yelled as she held on tight to her marefriend and was quick to get away from this thing.

"I…I don't know!" Twilight yelled out in panic as Pinkie and Fluttershy hid behind her. "I've never seen anything like it before!"

"We I bet it's never seen anything like me before!" Rainbow Dash boasted as she flew up high into the air and looked down at the bug-like creature that seemed to come straight from a horror movie. "Prepare for a pony kicking!"

Rainbow dash then charged at the creature as fast as she could and collided with its body. Though the creature staggered a little, it didn't seem to be affected by the attack as Rainbow was left rolling across the ground and holding her shoulder in pain. "Ok, it's tough!" Rainbow admitted before her eyes widen in horror as the creature looked her way and seemed to get ready to charge at her with its mouth drooling a disgusting amount of saliva.

But before it could lunge at the Pegasus, suddenly a magic beam was fired at it that pushed it back a little bit and made it look towards Twilight, the one who fired the beam. "Hey!" Twilight yelled to further get its attention. "Why don't you pick on a pony your own size!"

The creature responded with a screech as Twilight fired more magic blast at it. Although the blast pushed it back, it didn't seem to do any damage. Twilight's eyes widened as she realized her magic seemed to only make it angry.

Just then the creature charged at the Alicorn as Twilight was frozen with fear. She saw it open it's mouth up wide and got a few of every one of those knife-like teeth it had.

But before it could reach her…

_BOOOOOM!_

Suddenly a stream of flames was shot out from the portal and struck the creature head on. The creature screeched in pain as it rolled around in the ground and tried desperately to get the fire off it.

Just then another being came flying out of the portal and landed on the ground. Right as this one emerged, the portal got smaller and smaller before ultimately closing.

Everypony looked to see this new figured was a bipedal creature that seemed to be made of red rocks with bright yellow magma substance seen in between the crack of the rocks. Its face was on fire and it had over-sized hands as well as an hour-glass symbol on its chest.

"Don't think you can get away from **Heatblast **that easy!" The fire creature, that seemed to be known as Heatblast, told the original creature as the latter got up once it got the flames off it and screeched at Heatblast.

Heatblast then started running at the creature as the ponies and dragon could only watch what was going on. "Twilight, where in Celestia's name did that portal leave?!" Spike yelled as Twilight didn't have an answer to the question.

The bug-like creature and Heatblast charged at each other as the bug creature was the first to attack as it tried to swipe its needle-like tail at the flaming creature. However, Heatblast easily dodged and grabbed the tail of the creature and had his hands burst flames out.

The creature screeched in pain as Heatblast started pulling hard on the tail. A cracking sound was heard as suddenly Heatblast ripped its tail off. Green blood came spilling out where the creature's tail was as it now struggled to walk around.

Just before it could make an attempted to run away, Heatblast fired a stream of flames from his hands and created a circle of flames around the creature, leaving it no way to escape. The creature inched itself towards the middle, trying to get as far away from the fire as possible.

But then Heatblast fired two massive streams of flames out of his hands right at the creature. All the creature could do was screech and struggle in pain as it was showered in intense flames. The creature's movements got slower and slower until it finally stopped dead. It's body completely burnt crisp by the flames.

The group of ponies and dragon could only watch as Heatblast started to absorb all the flames he created as got a better look at the creatures now dead and roasted body with Rainbow putting a hoof to her mouth and said. "I think I'm gonna be sick."

But just then they all flinched in fear as Heatblast turned his head to the group and glared hard at them as he rose a hand and charged a fire ball as he asked one question…

"Who the hell are you guys?"

* * *

**_And here it is! The start to something I've been having a lot of fun writing and I'm looking forward to only going further with it! Remember to Fav, Follow, leave a review and read the next chapter as I'm uploading the first 3 at once, the next 4 tomorrow when I wake up, and then the 8th chapter not long after._**


	2. Lincoln Loud

**_And here's the second chapter!_**

* * *

"Who the hell are you guys?"

Twilight and her friends had no idea what to say. The last 7 minutes already had them completely freaking out as a bug-like creature came flying out of portal that none of them could do a thing to that seemed pretty keen on eating them.

Then the next thing that happen was this flaming creature that stood on two legs emerged from the portal and was quick to kill the creature. While they were glad that, that…_thing _was dead. They still felt a bit of fear as this guy apparently known as Heatblast didn't look to nice either.

Of course, being completely on fire didn't help his appearance, the way he glared at them made it seem like he was still ready to kill. And the fireball in his hand certainly made it seem like it he was ready to strike at any moment.

Most of the pony's and dragon were to afraid to speak up, but that seem to only make Heatblast annoyed as he narrowed his gaze. "Well? I asked you all a question? Or were you looking to get roasted today?"

It was then that, in a bit a panic Twilight quickly stepped up and started waving her hooves around to try and defuse the situation. "Woah! Woah! Woah! Let's all just calm down!" The Alicorn said as she looked to Heatblast with a nervous smile.

However, it was then that Rainbow quickly went to Twilights side and managed to get rid of the shock she had earlier and give her own glare to Heatblast. "Yeah _flame brain _it's not like we wanted to bring you here!"

But Twilight bumped Rainbow harshly with her shoulder as she whispered loudly into her ear. "Rainbow Dash, let's try _not _to make the fire monster even angrier!"

"I heard that!" Heatblast yelled back in response as Twilight chuckled nervously.

"D-did I say monster? C-cause I didn't meant to offend or anything i-it's just…" However, Twilight stuttering was interrupted by Heatblast talking again.

"Yeah, yeah, nothing I've heard before." Heatblast said in a sort of sarcastic tone before he took a defense position and charged fireballs in both of his hands. "And didn't mean to bring me hear huh? How do I know your not after the Ultimatrix?"

Everypony present rose a brow and gave Heatblast a confused look. Ultimatrix? They've never heard of something like that before. It was then that Rarity managed to step up a little bit as she said. "Ultimatrix? Apologizes darling but I don't believe we've heard of such thing, honest."

Heatblast simply scoffed in response to what Rarity told him. "Yeah like I haven't heard that before." But just then a pink blur suddenly started to zoom around Heatblast causing the flaming creature to stagger a little bit as he saw Pinkie Pie running around him.

"Hi! My names Pinkie Pie! Welcome to our universe!" Pinkie Pie said to Heatblast in an incredibly peppy tone, seemingly having no fear in her despite everything this is and just happened. "Oh wow! Your body is on fire! I bet you're great at baking cakes!"

However, Heatblast didn't responded to kindly to this as he tried to shoo away the pink pony with his hands. "Hey! Back off!"

Just then everypony watched as Heatblast reached for the strange hourglass symbol on his chest and proceeded to slam his hand on it. Suddenly everypony was blinded by a bright emerald green light.

"Ah! Why the bright light?!" Spike asked loudly as he and everypony else was forced to cover their eyes from the bright light.

When the light died down and they were able to see again, their jaws dropped in surprise as Heatblast was no longer there, but something else _was_. This creature was much shorter then Heatblast and was mostly white with green squinted eyes. He had an MP3-like appendage on his back that had in orange L10 on it that connected to some headphone-like ears. The inside of this creature's mouth was orange and he also had circular indents on the back of each hand that were also orange as well as what looked like cassette tapes on his legs. Similar to Heatblast, he had an hourglass symbol on his chest.

"**Echo Echo**!" This new creature called out in a robotic sounding voice.

"What in tarnation?!" Applejack yelled out in surprise.

"Did he just…change?" Rainbow Dash asked as she narrowed her eyes in suspicion

"Aaaaw!" Pinkie gushed, still not reacting negatively in anyway. "He's so cute and little now!"

"Shapeshifting…" Twilight whispered to herself before something hit and she gasped loudly and proceeded to glare at Echo Echo. "You're a changling!"

All the other ponies, except Pinkie, all gasped as they now glared at the creature, thinking not that it's one of the evil shape shifting creatures they ran into not to long ago. However, Echo Echo didn't seem threatened by the group of ponies and one dragon glaring at him and said. "Changling? Can't say I've heard of them before. But tell me, can a Changling do this!"

Everypony raised an eyebrow at first but kept their glare when suddenly, in dim oranges flashes…more Echo Echo's started to appear. Everypony went wide eyed as Echo Echo started duplicating himself until there were now 20 Echo Echo's staring right at them.

"Ooooook…Changling can't do that…" Twilight said slowly as new fear and surprise found her way to her and most of her friends looked on as all the clones stared them down.

"Th-th-th-there's s-s-s-so ma-many of th-them." Fluttershy squeak out fearfully as she tried to hide behind her man.

"If you're looking for a fight…" The 6th Echo Echo began.

"Then we can give you one!" The 17th one finished.

"However…" The 19th one began again.

"Good luck…" the 2nd one followed up.

"Taking on all of us…" The 11th one said.

"At once!" The prime Echo Echo finished as they all stepped forward.

"Oh yeah?" Rainbow Dash challenged as she flew up a little bit and prepped up for a brawl. "Bring it on!"

"Yeah!" Applejack agreed as she adjusted her Stenson hat. "Ya'll mess with ma friend, ya mess with me!"

All the Echo Echo's didn't respond as they simply glared up and got ready for a fight. Applejack and Rainbow did the same with Rarity staying close behind her marefriend and Fluttershy still hiding in her main with Pinkie still having the same smile on her face she's had the whole time.

And then…

"EVERYPONY STOOOOOOOOP!"

And just like that, Twilights group and all the Echo Echo's stopped and looked to the source of the screaming. Twilight herself. As they all looked to the purple Alicorn as she took a few deep breathes to calm herself down.

Twilight then carefully walked over to the Echo Echo prime, or what she hopefully thought was the original one, and looked him right in the eye with an apologetic expression. "Look, I apologize for the disruption. Allow me to properly introduce myself, I am Twlight Sparkle and these are my friend Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike." Twilight said as she gestured to each friend she referred to. "Look, I simply wanted to try out this new portal spell and I swear I didn't mean to bring you or that creature you were fighting here and we certainly have no intention of trying to steal this Ultimatrix you spoke of."

Everypony was silent as Twilight and what was indeed Echo Echo prime stared each other right in the eyes. Echo Echo narrowed his eyes even more than they already were as Twilight, while slightly intimidated, kept her resolve and showed him she wasn't lying.

A moment or two passed as everypony waited in anticipation and a bit of nervousness to what was going to happen next. And just then…Echo Echo's expression soften a bit as he said. "Alright, I believe you." And with that, all the Echo Echo clones disappeared in orange flashes leaving only the prime one.

Everypony then breathed a sigh of relief as Echo Echo broke his aggressive act completely and simply gave them all a smile. "Well, glad that was settled before anything bad happen." Twilight said in relief as she tried to slow her heart rate down.

"Yeah, sorry about all that, but if you knew what my life was like you learn never to be to careful. No matter how cute the people you're up against are?"

"Oh well thank you darling." Rarity said as she brushed a hoof through her mane, apricating being called cute.

"Wait…peo…ple? What's that?" Applejack asked as the word was new to her.

However, Echo Echo didn't seem to either hear or acknowledge Applejack as he didn't answer her question. They watched as he reached for the hourglass symbol on his chest and said. "Let me just get back into my normal skin and properly introduce myself."

"Wait, what?" Rainbow Dash asked in a confused tone as Echo Echo slapped the symbol on his chest and was once again covered in a bright green flashed that blinded Everypony.

"Ah! Again with the light!" Spike complained as he really didn't appreciate being essentially flash banged twice!

When the flashed died down and everypony could see, they looked to see another creature they once again never have seen before. It looked to be a bipedal male with white hair on his head that had a single tuff. He was about 5 foot 3 inches in height and had bucked teeth and bright emerald green eyes. He wore a white hoodie with orange highlights all over it with L10 on the back in orange along with blue jeans and red and white shoes. And his hoodie sleeves were rolled up allowing everypony to see on his left arm he had a green gauntlet-like device with an hourglass symbol on it.

"Nice to meet you all. I'm Lincoln Loud." The boy now known as Lincoln introduced himself.

…

Everypony was silent as they witnessed Lincoln true form. The 15-year-old didn't seem effected by their silence as he simply put his hands in his hoodie pockets and waited for them to make a response.

The ponies and dragon all looked to each other and then back to Lincoln and gave the boy a confused look. "Pardon me for asking dearie, but what exactly are you?" Rarity asked while trying to not sound offensive with her question.

"I'm what's known as a Human." Lincoln told the group as he put a hand to his chest. It honestly wasn't the first time he's answered that question. "I'm guessing you all don't have those here?"

"Yeeeeah, that would be a no." Rainbow Dash answered as everypony nodded at her statement in confirmation.

"Yeah, I figured, not the first time I've encounter other species that didn't know what humans are." Lincoln said with a shrug as everypony rose an eyebrow at his statement.

"Well ya sure gave us a scare what with those strange forms ya took." Applejack said as she wrapped a hoof around Rarity and pulled her marefriend close.

Lincoln in turn chuckles sheepishly and scratched the back of his head. "Yeah, sorry about that. Guess I can come off as pretty scary when I turn into certain aliens."

"We-well a-at least your n-not scary now…" Fluttershy said her usual quiet and timid tone as though this creature they know now as a Human was new to hear, he didn't really look scary. In fact, he looked nice and friendly.

"Although that does beg the question." Twilight said as she got everyone's attention. "How are you able to transform like that? Can all humans do that?"

Lincoln shook his head in response. "Nah, just me." Lincoln answered as he pointed a thumb to himself.

"Ok, then how are you able to do it? I gotta admit, that flame form was pretty cool!" Spike complimented as looking back now that the person in front of them was friendly, his Heatblast form was incredibly cool to the small dragon.

Lincoln then walked up to Twilight's group and held up his wrist to show off the gauntlet like device on his arm. "Well that would be due to this thing. It's called the Ultimatrix." The Loud boy said as the ponies all got closer and inspected the device.

"Ooooh! Green!" Pinkie commented with her usual happy tone.

"I've never heard of anything like it before." Twilight said as she studied the design of the device with a keen eye. Her brain already working to try and figure out how this mysterious device worked.

Rarity then gave her opinion of the device. "Well I must admit it look a bit heinous in my opinion." The fashionista commented as the Ultimatrix didn't exactly make for a…pretty accessory.

Lincoln simply shrugged in response as he said. "It may not be pretty, but it gets the job done."

"So, how does the thing work?" Applejack asked as she poked the device with a hoof.

"Well it contains the DNA of all different kinds of aliens from where I am. It then allows me to transform into any of those aliens I select and let me use that aliens' powers." Lincoln explained as all the other ponies 'Ooooooh'd' in wonder at the capabilities of the device.

Twilight, however, let out a loud gasp as she went wide eyed at the information. "Wait, wait, wait, wait! Aliens, like outer space living on different planet aliens…are real?!" Lincoln simply looked to Twilights direction and gave a nod in confirmation. "Oh my gosh! Oh my gosh! Oh my gosh! Think of the scientific possibilities with this new information! And Lincoln's from another universe! Just think of the kinds of creatures that live in our own universe! The different technology! The magic! The…"

Everypony and Lincoln then watched as Twilight got to listing off every different kind of possibility that could happen with this new scientific discovery. Lincoln sweat dropped as he watched the mare talk to herself, seemingly forgetting everyone present as he said. "Does she do this often?"

"You have no idea." Everypony responded in unison as they all turned to Lincoln as they let Twilight do her thing.

"You know, you don't seem weirded out by all this the same way we are." Rainbow Dash pointed out as she up to be eye level with the human present. "I know why we we're freaked out earlier, but you seem to be taking this pretty casually."

"Eh, when you live my life you tend to simply take what life throws at you and don't ask questions." Lincoln said as he gave a simple smile to the group of ponies beside him. "Besides, a race of sentient horse-like creatures, I would say I would give that a 5 or 6 and the weirdness scale."

"Actually darling, we're called Ponies." Rarity corrected for him.

"…Basically the same thing but ok then." Lincoln said as everypony simply giggled at what he said with this getting Twilight's attention as she snapped out of her scientific rant.

"Oh, was I ranting again?" Twilight asked nervously with a sheepish smile.

"Yep." Everypony, including Lincoln, said in unison as Twilight blushed in embarrassment.

"Hehe, sorry about that." Twilight apologized as Lincoln simply waved it off.

"Eh, don't sweat it. My sister Lisa does the same thing from time to time as well." Lincoln reassured her as he remembered when his genius little sister would go on her own scientific rants. "So, now that I'm here and we're all introduced, what should we d-"

But as Lincoln was talking, suddenly the hourglass symbol on the Ultimatrix started blinking yellow as the device on Lincoln's wrist started beeping yellow and actually talked! "_New DNA detected. Shall we attempt a scan?" _The device said with a synthesized version of Lincoln's voice.

"Wait? New DNA?" Lincoln asked as he looked to the device and quickly recognized what the Ultimatrix was doing.

"Uh, what's goin on with that thing?" Applejack asked as she looked to the gauntlet-like device strangely.

"Hold on a second." Lincoln reassured them. "It just wants to scan some-"

"_Affirmative. Starting scan." _The Ultimatrix responded as it simply responded to Lincoln saying scan.

"No, wait!" Lincoln pleaded in a slight panic as he tried to stop the action, but it was in vain as the core of the Ultimatrix popped up and proceeded to project a beam of yellow light right at the ponies.

"Oooo! Pretty!" Pinkie commented as she had no problem with the yellow light scanning her. All the other ponies, especially Fluttershy, flinched when the light him them but instantly calm down as they didn't feel any sort of pain from the light.

After a moment, the beam ceased as the Ultimatrix core went back into the device as the gauntlet said. "_Four new DNA samples scanned. Four new transformations unlocked on playlist 5."_

"…I feel tingly." Fluttershy commented after everything was done while putting a hoof to her chest.

"What…what did you do?" Twilight asked with a raise brow as, although she didn't see or feel anything wrong, it was still a strange occurrence.

"Ok, relax, nothing bad happened." Lincoln reassured as he rose his hands up to gesture that everyone was ok. "All it did was scan your DNA. So, I guess this means I can turn into all of your species now."

Everypony lightly gasped at the information as Applejack asked. "Is that true?"

"Pfft, I doubt it." Rainbow Dash said in a confident tone, thinking that Lincoln was just pulling their hooves.

Lincoln narrowed his eyes at the rainbow themed Pegasus in response. Her tone reminded him of a certain athletic sister she had, and his mind told him to prove the Pegasus wrong. "Well we'll just have to see, won't we?" Lincoln said in a challenging tone aimed right at Rainbow Dash causing the Pegasus to narrow her eyes on him.

Lincoln then reached for the Ultimatrix and activated it. The pony's and dragon watched as the core popped up again and proceeded a green hologram of another creature they didn't recognized. They watched as Lincoln turned the core and they say more holographic creatures pop up before Lincoln finally found the one he was looking for. This hologram looked oddly familiar to the group of ponies and the dragon, but they couldn't quite make it out.

But before they could try and make it out, Lincoln lifted up his hand and smirked at the chosen transformation. "Here goes nothing!" Lincoln then slammed down on the core and this time the Mane 6 and Spike were prepared for the flash and covered their eyes before they could be blinded by the emerald light.

When they saw it died down, they uncovered their eyes…and everypony's jaw dropped to the ground.

What they saw…was an Alicorn.

Lincoln Loud had turned into an Alicorn.

He was about as big as Princess Celestia herself, more or less, and had orange fur with a long snow-white mane and tail as well as bright green eyes. Finally, they saw the Ultimatrix symbol on his flank, right where a Cutie Mark would be.

Lincoln then slammed his hooves down on the ground and spread his orange wings widely as he announced with a voice that sounded about the same as Lincoln's normal one…

"**Eclipse!**"

Everypony was still in a shock as Eclipse didn't notice their reaction and simply looked over the body of this brand-new transformation. He looked to the wings on his back and flexed both of them out a little bit.

"Oh my…" Fluttershy finally let out, being the first of the group to regain her ability speak.

"Now…there's somethin you don't see every day." Applejack said quietly as everypony simply nodded in agreement. Twilight however…

"A…A…An Alicorn?! He just turned into an Alicorn!?" Twilight yelled out in complete disbelief as she started to hyperventilate, and her mane suddenly start frizzing out a little bit.

Spike was quick to run to her side as the dragon patted her pack and tried to calm her down. "Try to relax Twilight. Just take deep breathes." Spike told her as the last thing he wanted right now was for Twilight to have a mental breakdown.

Twilight couldn't relax. How in Equestria could she?! Today she just learned about the existence of aliens. Had a human, something nopony in Equestria has done before, and learned that said human had a device that allow him to turn into these aliens she just learned exist, and then proceeded to scan her and her friends DNA, and then turn into a freaking Alicorn! She had to complete a spell not even Star Swirl the bearded could figure out in order to ascend into an Alicorn and all Lincoln did was simply scan her DNA and use the Ultimatrix to turn into one easily!

Meanwhile Eclipse smiled to himself as he finished looking over his body. "Hehehe, I could get used to this." Eclipse then looked to the Mane 6 and Spike and his eyes widened in surprise when he saw the state Twilight was in. "Uuuuh, is she ok?"

"Yeah don't worry about it." Rainbow Dash said casually, getting the shock of the Alicorn transformation and not seeing to fazed by Twilight's freak out. "This happens all the time."

"Ooook then." Eclipse said a little uncomfortably before shaking it off. "Anyway, what should we do now?"

Everypony looked to each other before Pinkie suddenly rose her hoof up high. "Oh! Oh! Oh! Why don't we take you to are super-duper amazing home Ponyville!"

"Ponyville?" Eclipse questioned quietly.

"That sounds like a delightful idea!" Rarity agreed as she started to lean against Applejack.

"I guess since we dragged you hear it's only fair." Rainbow Dash agreed as she hovered a little bit above the ground.

"But first you should probably turn back before Twilight had a crisis." Spike commented as every looked to see Twilight's condition wasn't getting any better.

"Yeeeeeah, good call." Eclipse said as he used his hind leg to slap the Ultimatrix symbol and turned back into his human form. This seemed to do it as Twilight saw Lincoln was back to normal and smacked herself lightly with her hooves in order to get her mind back on track.

"Ok, I'm ok. I'm ok." Twilight told to everyone and herself before looking to everypony present. "And yeah, we should take Lincoln to Ponyville. Plus, I definitely have to send a letter to Princess Celestia and Princess Luna about this."

"Wait…one of this worlds princess's name is Luna?" Lincoln asked with a raised brow and a confused look.

"Why yes darling. She's the younger sister to Princess Celestia." Rarity told him as she tilted her head. "Is something wrong?"

Lincoln simply sighed as he put his hands to his hips and shook his head. "Well this is gonna be awkward for me." He muttered to himself at the information of what he assumed was one of the leaders of this new world he ended up in shared the name with his older Rockstar sister. "Well that aside, I'm guessing this Princess Celestia and…Princess Luna are important around here."

"You guess right." Applejack said as she wrapped a hoof around Rarity. "The royal sisters are the leaders of Equestria."

"Th-that's what o-our h-home land i-is called. Incase you w-were wondering." Fluttershy explained quietly.

"Ah ok." Lincoln said as he took all of their words in. "Well I guess it would be important for them to know I'm here."

"Then what are we doing just standing around here then?!" Rainbow Dash yelled enthusiastically as she looked to everyone. "Come on! Let's get going."

"Hehe, someone's impatient." Lincoln chuckled as he put his hands in his hoodie pockets.

"That's Rainbow Dash for you." Twilight told him with a chuckle of her own as she walked next to Lincoln and said. "Just follow us, we'll take you to our home."

"Sounds good." Lincoln said as she proceeded to follow the new peop-er, ponies he just met to this Ponyville town.

* * *

After about a 20-minute walk, or float for Rainbow's case as she never touched the ground during their traveling, Lincoln started to see a town not to far away. During their walk his new pony friends gave him some basic information about their world. About the different kinds of pony types, how a few things worked in this world.

However, one thing that really confused Lincoln was the Sun and Moon. Specifically, how they told him it worked here. Apparently the two sisters were actually able to _move _the entire Sun and Moon with just their magic. That…seem to set off a few alarms in his head. Magic alone being able to move gigantic things such as those. He's seen powerful magic before and nothing on that scale. Honestly the only thing he could think of that could preform such acts were Celestialsapiens. He might have to ask about that later.

Although he was rather intrigued by how the weather worked. Apparently, Pegasus ponies had whether factories and actually had the ability to manipulate clouds to make them rain, thunder, lightning and such. He had to admit, he's never seen anything like that before and it sounded pretty cool.

Soon, before Lincoln even realized it, they arrived right at the town of Ponyville. Lincoln looked around and saw ponies of all different colors, and all having different symbols the mane 6 told him were called Cutie Marks on his flanks. He did notice that a few of the much younger ponies seemed to lack one of these marks.

He couldn't help but smile at the scene. Even though this was a foreign land to him, what he saw was no different then things in his own world. Just citizens going about their daily business and simply interacting with each other. Everything just seemed happy and peaceful.

Nopony seemed to notice him as Pinkie Suddenly zoomed in front of the group and yelled at the top of her lungs. "HELLO PONYVILLE!"

Everypony in the area all proceeded to look towards Pinkie and shake a hoof at her and smiled and yell out a hello in response…and then they saw Lincoln.

Everypony froze as they stared wide eyed at the human being in front of them. Lincoln looked around and saw that Everypony was doing this. He wasn't really nervous. Honestly, he was more then used to people staring at him back home. He was more nervous about how _they _would react to _him_. The Mane 6 and Spike already told him that humans don't exist in this world so he just hoped everyone wouldn't think we was some monster looking to kill them.

Luckily, Twilight was quick to rush in and reassure everyone. "It's ok everypony! There's no need to be afraid of him! He's a human named Lincoln and he means us now harm! He just ended up here so let's treat him like a guest ok!"

Everypony seemed to calm down a tiny bit. They all looked to each other and then back at Twilights group and Lincoln. They've never seen anything like him before and were a bit scared he might have been yet _another_ being that would cause Equestria trouble.

But if Twilight Sparkle, Equestria's newest princess, and her group of friends, the Elements of Harmony, said that he was ok, then they guess it wouldn't hurt to give him a chance…hopefully.

With Pinkie Pie bouncing happily in front of the group and unaware of the tense situation, she simply hummed happily as the rest of her friends followed behind with everypony's eye on Lincoln. Lincoln looked around and saw that some were simply starring at him, others were hiding behind something eye peaking an eye out at him, and some looked at him curiously. No fear, simply…curious.

The first pony Lincoln saw that didn't seem to be afraid of him was a female Pegasus pony with gray fur and feather and yellow eyes that were…crossed. She also had a cutie mark of a bunch of bubbles. This mare simply titled her head at Lincoln and gave him a small smile, causing Lincoln to return it give her a wave.

Another one of the ponies that didn't seem scared of him was another Mare that was a unicorn. This mare was sitting on a bench and looked at Lincoln with a rather surprised look. She had aquamarine fur and her mane and tail were light cyan with white highlights and her eyes were gold. Lincoln simply gave this unicorn a wave causing the mare's eyes to widen a bit as her mouth gaped a little.

Soon the Mane 6, Spike, and Lincoln arrived at what looked like a giant oak tree that also functioned as a living place/library as Lincoln saw a sign that read "Golden Oaks Library."

"Well, here we are Lincoln. Home sweet home." Spike told him as he gestured his arms towards the door that lead inside the giant oak tree.

"Looks nice. Concerned about the beehive though." Lincoln commented as he pointed out a large beehive near the top of the tree.

"Eh, never bothered me before." Twilight told him as she opened the door to her home. "Come on in."

Lincoln simply shrugged and accepted the invitation with a smile and walked inside along with the rest of the ponies and dragon. Once inside Lincoln saw that he was in a library. As Lincoln looked around at all the books on the shelfs, Rainbow Dash seemed to know what he was thinking and said. "Yeah, this place is her home and a library, a true liar for an egghead." The blue Pegasus said in a joking tone causing Lincoln to snicker and for Twilight to give them an unamused look.

"Haha. Very funny." Twilight said in a blank tone before looking to Lincoln. "Just make yourself at home Lincoln. I'll just start writing that letter to the princess." The Alicorn explained as she started to head upstairs.

"Won't that take a few weeks to get to her or does the mail system work differently hear then it does in my world?" Lincoln asked as considering the situation it would make more sense to just go to the Princess rather then write and letter, wait for it to arrive, and then wait for the Princess to read it.

However, the Loud boy then heard chuckling and looked to see Spike with his arms crossed. "Not when she has an amazing assistant like me to help her." Spike said proudly while pointing his thumbs to himself.

"Spike can use his magic fire breathe to send letters to Celestia instantly." Twilight explained before heading upstairs to write her letter.

After hearing this, Lincoln had a normal expression on his face…and then he started to likely snicker. Spike rose a brow at him and before he could ask anything, Lincoln said. "So, you can use your dragon breathe to send letters and stuff to Celestia in an instant?"

"Yeeeeah?" Spike said slowly with him and everypony else not sure why Lincoln suddenly started to snicker.

"So…" Lincoln began as he tried to control his chuckles. "You're a fax machine?"

"…Uh, what's a Fax Machine." Fluttershy asked the question that was on everypony's mind.

"I'll tell you all later." Lincoln said after he calmed down. "Trust me, you're all gonna laugh."

"…Is that supposed to be a compliment or an insult?" Spike whispered to Pinkie, not sure how to take what Lincoln said.

"I dunno know. Maybe a fax machine is a device humans created meant to send pictures and documents from one machine to another by typing in a number." Pinkie Pie said to everypony as they all gave her a confused look as Lincoln gave her a shocked and surprised look. Pinkie simply looked to everyone with her usual smile and shrugged. "Just a guess."

It was then that Twilight came back down now holding a letter with her magic and then proceeded to levitated it over to Spike. "Alright Spike, just send this over and we'll hope Celestia and Luna aren't to busy to come over and here and see things for themselves."

"Right." Spike agreed as he grabbed the letter, breathed in, and blew green flames at it causing the letter to suddenly disappear from sight.

"So now we just wait?" Lincoln asked as he leaned back in the chair he was sitting on.

"Pretty much." Twilight said simply as she sat down on the floor.

There was an awkward minute of silence as everypony in the room simply looked around and couldn't find anything to see. They all simply looked around the room and at each other before Rainbow groaned and said. "Come on, there's gotta be something to do while we wait!" She said impatiently. Lincoln could easily tell she wasn't one that liked sitting still.

"Now, now, darling we can't rush these things." Rarity told her as she snuggled up to Applejack. "Despite the situation Celestia and Luna are still the rulers of Equestria and have very busy schedules. Waiting for them could take hours, days, even weeks."

And right as Rarity finished saying that, suddenly two bright flashes enveloped the room that briefly blinded everypony. When the light disappeared, the Mane 6 and Spike all gasp as Lincoln rose a brow in surprise as a pair of Alicorns now stood in the room.

The first and bigger of the two Alicorns was an elegant looking mare with white fur and a mane and tail that were constantly flowing in non-existent wind and were colored light cerulean, light turquoise, a very light blue, and a pale purple along with magenta eyes. She wore gold horseshoes and a crown and neckpieces that had a purple jewel in them. And on her flank was a symbol of the sun.

The second and smaller of the two alicorns was also a mare and had dark blue fur and cyan eyes. Her mane and tail were also flowing in non-existent wing and was a dark sapphire blue color with a purple outline. Her horseshoes were platinum and she wore a black crown and neck piece that had a symbol of the moon on it. And on her flank, she had had a symbol of the moon itself.

These were none other the sisters that ruled over Equestria. Princess Celestia, and Princess Luna.

"…Or now. Could be now." Applejack said as everypony simply looked on at the royal sisters.

* * *

**_Remember to fav, follow, and leave a review. The next chapter will be up in a sec!_**


	3. A Royal Encounter

_**And here's number 3 and the ending of the prologue arc!**_

* * *

Everypony was silent as they witness the Royal sisters of Equestria suddenly teleport into Twilight's home/library. As soon as they got their bearings, the Mane Six and Spike quickly went over to the two princess and bowed to them, with Lincoln still sitting down with a bit of a surprised expression on his face.

Celestia and Luna simply smiled at the group of ponies and one dragon bowing to them with Celestia saying in a calm nice voice. "Now, now, Everypony, we're all friends here. There's no need for that. Especially you Twilight." Celestia said as all the ponies stopped bowing with Twilight giving a sheepish smile. Even though she was a princess now it wasn't even that long ago, so she still had the habit of bowing down to Celestia whenever they met.

"Hehe, sorry." Twilight muttered quietly while blushing, making everypony giggle.

Celestia simply gave them all a sweet smile as she said. "Well never mind all that. It's so nice to get to see you all again."

"Yes." Luna agreed as she took a step up. "And after reading Twilight letter we knew we had to come quickly. So where's this special guest you wrote ab-" However, Luna soon cut herself off as she as well as her sister noticed Lincoln looking right at them. The princess's eyes widened a bit as they saw the human for themselves.

Lincoln in turned looked back at the royal sisters and them and examined them a bit. They definitely looked royal what with the crowns and special jewelry they had. Also, their manes. Even though he's only seen the manes of the ponies he's passed by in town and the Mane Six's own manes, the sisters manes seemed special what with the way they blew in a non-existent wind.

Before an awkward silence could started, Lincoln quickly got of the chair and walked towards the two princess's and gave them a Japanese style bow that Wendy taught him. "My name is Lincoln Loud. Pleased to make your acquaintance your majesties." Lincoln said politely. Luckily, he's had experience in dealing with Royals as he's met a few Kings, Queens, Prince's, and Princess's sometimes when he visited other planets back in his universe.

"Lincoln?" Celestia asked as she soon gave the boy a smile as that named clicked with Celestia almost instantly. "Oh, you're the one that Twilight mentioned in her letter."

"Yep, that would be me." Lincoln said as he held his hand out to the sun princess. "It's very nice to meet you."

Celestia looked at Lincoln's hand and noticed it wasn't _to _different then the forelegs of creatures like griffons and simply held her hoof out to it with Lincoln softly grabbing it and shaking it in greeting. "It's very nice to meet you to Lincoln."

"Please to make your acquaintance as well." Luna told him as she spoke with a more professional tone then her sister. "You may call me Luna, princess of the night." The alicorn introduced herself as Lincoln nodded rather awkwardly.

Luna then rose an eyebrow as she went to shake hooves…hands…limbs with Lincoln and asked. "Is something wrong?"

"No, no, no, no. It's just…a little awkward for me." Lincoln explain as he didn't want to offend the night princess his first time meeting her. "I'll explain later I promise." Luna simply decided to take Lincoln's word for it and nod.

"I'm sorry for sending that letter on such short notice." Twilight apologized as she approached the princess of the sun. "But I figured it would be best to tell you about this immediately."

"It's quite all right Twilight." Celestia reassured the smaller Alicorn as she patted her back with a wing. "Plus, we actually weren't all too busy today, so we have plenty of time on our hooves."

"Yes, so a visit was perfect for killing the boredom." Luna added in as both her and Celestia were both feeling a little bored before Twilight sent her letter as they didn't have any meetings planned for the day. Yeah, those weren't the most fun things either but at least it kept them busy.

"Well, glad I could entertain you all." Lincoln said with a smirk as he crossed his arms. Luna simply whistled while averting her gaze while Celestia gave a playful smirk.

"Now, I believe it's time we all get to properly know you." Celestia said as everypony agreed a quickly got to setting up a little area for them all to sit down.

A few minutes later, the library now had a large circular table in the middle and chairs around it with everypony in them. Expect Rarity who was content in sitting on Applejacks lap. Lincoln sat across from Everypony as he got comfy in his seat and asked. "Alright, what do you wanna know about me?"

"Well first off all, if what Twilight wrote me was correct, you have a device that transforms you into 'Aliens' as you call them?" Celestia asked as she remembered perfectly what Twilight wrote down in her letter and was a bit more then intrigued when she read this human had a special device that could turn him into different creatures.

"That would be correct." Lincoln said as he held up his left arm and rolled down his hoodie sleeve to show off the gauntlet-like device. "This is the Ultimatrix."

Celestia and Luna eyed the device with interest. It certainly didn't look like anything they've seen before and it didn't take any sort of connoisseur that it looked A LOT more advanced then any sort of technology Equestria had. "Hmm, I can't say I've heard of anything like that before." The sun princess admitted.

"Makes sense." Lincoln told her as he didn't except technology like the Omnitrix/Ultimatrix is exist in a lot of places seeing how it's the most advanced piece of tech in his own universe.

"If you don't mind, could you transform for us?" Luna requested as she eyed the device. "That way we can get a better understanding of the situation."

"Sure thing." Lincoln quickly agreed as he stood up from his chair and activated the Ultimatrix.

"Oooooo! I wonder what we'll see this time!" Pinkie Pie said excitedly a she was looking forward to seeing another one of Lincoln Louds transformations.

Lincoln hummed as he scrolled through the holograms. He wanted to pick something that'll leave an impression but nothing to big seeing as they were indoors. Just then he spotted on and gave a nostalgic smile at it and decided this was the one that he would show them.

"Can't go wrong with the classics." Lincoln said as he lifted his hand up and slammed on the dial. The Mane 6 and Spike were quick to cover their eyes but since Celestia and Luna were unaware of the process they ended up getting blinded by the emerald green light. Luna in particular yelped in surprise as she fell backwards in her chair.

When the light died down, Celestia quickly used her magic to sit her sister and the chair up, and when her and Luna saw what was in front of them…they were stunned silent.

In front of them was a moth-like phantom creature with a blue and black color scheme and green tinted eyes. Its breathe was visible and the temperature in the room dropped from its sheer presence.

"**Big Chill**!" The now transformed Lincoln Loud announced as he spread all four of his wings.

"Oh my…" Celestia and Luna said in unison as they looked at the Necrofriggian in front of them.

Rarity and Applejack were quick to notice the drop-in temperature as they shivered and snuggled closed to each other for warmth. "Did ya'll feel it get colder or is it just us?" Applejack shivered as he and Rarity held each other close.

"Sorry about that." Big Chill apologized as he went to explain why. "Big Chill has the power to create and manipulate ice." Big Chill showed this by holding out his hand and sprayed a small amount of blue mist onto the table. When it cleared it showed the table now covered in a thin layer of frost.

"How intriguing." Luna said in amazement as she touched the frost with her hooves but quickly pulled back due to the temperature being MUCH colder than normal frost that appeared on windows during the winter season.

"But that's not all." Big Chill said with a grin.

"R-r-r-really?" Fluttershy stuttered as she avoided looking the necrofiggian in the eye due to his creepy appearance.

"Check it." Big Chill said as he flew up at high speeds. Everypony gasped, thinking he was going to crash right into the ceiling. But just then they saw Big Chill's body turn dark blue and transparent…and proceeded to fly right through the ceiling.

Everypony was silent as they just watched the transformed Loud boy fly right through the ceiling just like a ghost. Just then Big Chill reappeared through the ceiling again and landed right next to Celestia and made himself tangible again. "Also got myself some intangibility."

"Uh, Intagi-what?" Rainbow Dash asked in confusion.

"Intangibility." Celestia corrected as she explained what it meant. "The ability to phase through matter. I must say that's quite impressive Lincoln." Celestia complimented.

"Thanks, but that's only scratching the surface of what this form alone is capable of." Big Chill said with a smirk as he pointed a thumb to himself.

"Well this alien is pretty _cool_!" Pinkie Pie punned as she started to giggle madly to herself.

Everypony then groaned in unison at the bad pun with Big Chill face palming and saying. "Great, its Luan all over again."

"So, getting back on topic." Luna said as one who hated puns herself wanted to move right along. "How many of these transformations do you have in that Ultimatrix?"

"Hmm, let me think." Big Chill told her as she started to scratch his chin. "Well, counting the ones I just got from Twilight and her friends I would say around 70, give or take a few readily available."

Everypony present gasp at the information. Around 70 unique transformations, all of which have their own powers, strength, shapes and sizes? Something like that was completely unheard of! Yeah, the changelings could shapeshift but all they could do was copy the voice of the pony they were impersonating as. Nothing like Lincoln was showing them.

"That's certainly quite the impressive line up darling." Rarity complimented with wide eyes.

"Hold on," Celestia interrupted as she put a hoof to her chin. "You said, 'readily available' does that imply that theres even more you don't have?"

"Yep." Big Chill stated casually as everypony else's mouth gaped at the fact he had even more forms! "See, the Ultimatrix pretty much has the DNA of every single alien species in my galaxy back at my universe. I only have a handful of them unlock, so when the Ultimatrix is fully unlocked, it has the DNA of over one million aliens."

"ONE MILLION!?" Everypony yelled in unison in complete shock and surprise.

Suddenly Twilight started hyperventilating again as her mane started to frizz out. "Oh no, not again." Spike said as he went to try and calm Twilight down.

Big Chill noticed Twilight's freak out and the transformed boy mischievous side couldn't help but leak out as he decided to dump more information about the device he had stuck on his wrist. "But wait, there's more!" Big Chill announced in a voice intimidating the people who spoke in infomercials.

"What more could there possibly be?" Applejack asked in surprise as she was still trying to get over the whole 'one million aliens' thing.

"Well first, let me ask you a question." Big Chill said as he looked to everypony. "You know how creatures often adapt to their surroundings? And how they can evolve and change over time?"

"Yes of course." Fluttershy, being the animal expert of the group, was more than familiar with the concept of adaptation and evolution. Everypony else nodded as well as at the least some of them had some basic information of the concept, even Twilight nodded despite her condition at the moment.

"Well, here's a demonstration of what Ulti is part of the Ultimatrix's name!" They then watched as Big Chill slapped the symbol on his chest. They all covered their eyes, expecting a bright emerald flash, but found none. They all uncovered their eyes and watched as Big Chill started to change.

A green glow covered the Necrofriggian his body changed in appearance instead of changing form all together. All of Big Chill's blue parts turned a fiery red as his wings, antenna and eye crests all gained fire-like pattern on them.

"**Ultimate Big Chill**!" The now hyper-evolved Necrofriggian said with his voice now sounding more gravely and deeper.

"Oh no, what now." Twilight said as she tried her best not to start freaking out again.

Rainbow Dash simply raised her eyebrow as she felt a bit underwhelmed by this as it seemed like Big Chill simply went through a palette swap. "Why did you change color?" She asked, trying to see if there was more behind this.

"I must admit I love the palette." Rarity said as she examined U. Big Chill and thought his colors went perfectly together.

"It's more then a simply color change." U. Big Chill said as he wiggled a finger.

"Please explain." Celestia said as her interest was piqued in learning about this device. She honestly reminded herself of Twilight right now as her former student was always eager to learn any new thing she could.

"Well remember how I said creatures adapt and evolve?" Everypony nodded in response to his question. "Well it's a bit like that. See the Ultimatrix has a feature called ultimization. What this done is put the DNA sample in a simulation of a 'Worst Scenario' environment for around a million years so that it would be force to adapt and evolve in a world that's essentially gone to hell. What you see here is what Big Chill's species would look like after going through this scenario."

All of the ponies and dragon couldn't help but feel uneasy about that information. Creature's being forced to change and adapt to survive a world that was essentially the apocalypse. "That sounds awful." Applejack commented as Rarity nodded in agreement and held her marefriend close.

"Well it's not like I'm doing this to anyone else or a living creature. Just the DNA sample that's used to transform me." Lincoln reassured them as he would never try to put a living creature through the simulation the Ultimatrix creates for the DNA samples.

"This…this is a lot to take in." Twilight said as all the information being dumped on her was quickly overwhelming her.

"Remember Twilight, breathe." Spike said as he patted the purple Alicorns back.

"Well, if what you say is true then it's safe to assume these 'Ultimate Forms' are far stronger then their normal counterparts?" Luna asked as she was the first to get over the uneasiness of the ultimization process.

"Correct. Check it." U. Big chill said as he faced away from everypony and breathed in. Just then everypony watched as Big Chill fired flames right out of his mouth. Spike's jaw dropped as he witnessed this moth-like creature breathe fire like a dragon while Twilight's eyes widened.

"Wait! Stop!" Twilight yelled as she was afraid Lincoln was about to burn her house/library down. However, her fear soon turned to complete confusion as when the flames cleared it showed, not burning wood…but frozen wood. The spot Big Chill fired flames at now had a chunk of extremely dark blue ice on it.

"Did…did that fire just turn into ice?" Rarity asked as she rubbed her eyes to make sure she wasn't seeing this.

Just then Spike walked up to the ice and inspected it. "Ok, I'm no expert at pyrotechnics, but I do know fire. And fire is supposed to burn things, not freeze things." The young dragon explained as he looked at his reflection on the ice. Just then he put his hand to it and…

"AAAAH!" Spike screamed in pain as he quickly removed his hand and started waving it around and blowing on it.

"Spike!" Twilight yelled in concern as she went over to him and check his hand. "Are you ok?"

"I-I think so." Spike said as he couldn't describe what his hand was feeling. He couldn't tell if it was burning or freezing. "But jeez, I felt that through my scales."

"Sorry about that, but that wasn't fire I released." U. Big Chill stated as everypony gave him a confused looked. Before anypony could ask, U. Big Chill explained. "See, it's not really fire. It's a concentrated plasma that sucks heat from the air. In simpler terms, it's fire so cold it burns."

"That's so cool!" Rainbow Dash said in amazement. She was into awesome stuff and so far, Lincoln Loud was impressing her.

"That is truly remarkable." Celestia said in amazement as she looked over the ice. In her many centuries as ruler of Equestria, she's never seen anything of all the things Lincoln has showed them just today.

"Thank you. I try my best." U. Big Chill said as he landed back on the ground. Just then the Ultimatrix symbol started blinking as he suddenly changed back to normal Big Chill, and then back to his human form.

"Hey, why'd you change back? I wanted to see more super-duper cool aliens!" Pinkie Pie asked as she bounced up in down in anticipation.

However, Lincoln gave everypony a sheepish smile. "Sorry everyone but looks like I gotta wait for it to recharge. Guess transforming so much, scanning four new speices, and going Ultimate wore the battery out. Don't worry though, it only takes about five minutes to recharge."

"So, it relies on a limit charge?" Rarity asked with Lincoln making a 'so and so' gesture with his hand.

"Sort of. See, right now it can hold about a charge of 3 hours, but transforming into other forms and going ultimate can ware the battery out more. But similar with the one million plus forms, when fully unlocked the Ultimatrix can stay in any form for an unlimited amount of time and I can transform with just a thought."

"I see." Luna said in understanding.

"Well, I think that covers everything about the Ultimatrix, anything else you all wanna know about me?" Lincoln asked as he went back to the seat he was in and sat down.

"Ooo! Pick me! Pick me! Pick me!" Pinkie said as she stood up on her hind legs and rose one of her fore hooves high.

Lincoln couldn't help but chuckle at the pink pony's enthusiasm and pointed to her. "Yes Pinkie Pie?"

"Do you have any brothers or sisters?" The pink pony asked with a smile.

"Really? That's what your curious about?" Rainbow asked the party pony as of all the question's she could have asked the boy about himself or about the insane device on his wrist, she asked about siblings?"

"What? Family's nice." Pinkie asked, not seeing anything wrong with her question. "Plus I love my sisters so, so, so, so, so, so much and I would like to know if he has any siblings he loves so, so, so, so, so, so much."

Lincoln simply nodded and smiled in response. "I actually do." Lincoln said before chuckling nervously. "Now, I know this is gonna sound crazy, but I have kind of a big family."

"How big could it be sugar cube?" Applejack asked with a simple smile, not seeing how crazy a big family could be. "3? 4 siblings?"

Lincoln again chuckled nervously and scratched the back of his head. "Well…it's more…like…10 sisters…to be exact."

Everypony went silent and froze. They all stared at Lincoln with widened eyes. Did he just say…10. 10…sisters…in one family.

Rarity then chuckled sheepishly as she said. "I believe I miss heard you darling. Did you just say…10 sisters?" Rarity asked, feeling sure they all misheard what Lincoln said.

"Yup, I have 10 sisters." Lincoln said simply, fully expecting this kind of reaction from everypony.

"That's um…quite a few." Celestia slowly said as she tried to get her bearings from that. She's never _once _saw or heard of a family with _that _many siblings. Yes, there were big family branches like how Applejack's apple family stretched all over Equestria, but a single family with parents having 11 kids…that was new.

"What kind of mare would want to have 11 kids?" Luna muttered to herself as she thought any mare want to have _that many _kids was insane.

"Yeah, and then we can go into something involving you Princess Luna." Lincoln said as he pointed to the night princess.

"What's that?" Luna asked as she tilted her head in wonder.

"Well it's the reason why it's a bit awkward for me interacting with you." Lincoln stated as Luna rose a brow. She was finally gonna hear the reason why Lincoln seemed rather nervous with her. "One of my older sisters name…is Luna…"

"Ooooooh…" Luna said slowly as there was an awkward silence for a moment before Pinkie Pie broke it.

"Wow! What a Coinwinky dinky!" Pinkie Pie with her usual peppy tone and smile.

"Yep…" Lincoln said as he adverted her gaze from everypony.

"Yes well, I suppose I can see why that would be a little awkward for you." Luna admitted as she understood how meeting somepony, let alone a princess, that shared the name with your sister would be awkward for one.

"Yeah, sorry about that." Lincoln apologized.

"No, no, it's fine. I understand." Luna reassured him as she rose her hooves. "Let's just try and move past that and simply just try to be normal with each other regardless of certain…circumstances."

"Yeah, sounds good." Lincoln quickly agreed as he reached into his pocket and pulled out a wallet. "Here, check them out." Lincoln then opened his wallet and a long string of photos came out all each one showing a girl. "From youngest to oldest there's Lily, Lisa, Lana, Lola, Lucy, Lynn, Luan, Luna, Leni, and Lori."

"I bet they're a hooffull for ya folks." Applejack commented as she and everypony else took a look at the different photos of humans that were the sisters of Lincoln.

"Sometimes, yes." Lincoln said as he could easily remember all the chaotic situations his family has been in, both pre and post alien device.

"Wow! That sounds super-duper mega amazing to be in a family that big!" Pinkie yelled out as she just imagined being in a family that big was like a party everyday.

Lincoln couldn't help but smile and chuckle at the pink pony's statement and said "Yeah, thing's aren't always smooth sailing, but I wouldn't trade them for the world or even the universe."

All the ponies gave him a smile, seeing the obvious love this boy had for his family with Rarity saying. "Aw, that's sweet of you to say." She complimented as Lincoln gave her a smile as thanks.

"Well, now that we're all acquainted with, I believe there's one question she should ask." Luna said as she looked to Celestia who nodded at Luna, seemingly have the same idea in her head. "How exactly did you get here?"

Lincoln was about to answer, but seeing as how she was responsible, Twilight spoke up with a sheepish tone. "O-oh, hehehe, well funny story actually. I was studying spells that specifically reacted to Alicorn magic and I found one that could possibly open portals to other universe's and I might have opened one that brought in Lincoln."

"Twilight." Celestia said in a soft yet scolding tone. "You know better then to be so reckless. Especially now that your magic has evolved with your ascension."

"I know…" Twilight said in a sadden tone as she lowered her head with her friends giving her sympathetic looks. "I'm sorry."

"Hey, don't worry about it?" Lincoln told her with a soft smile.

"But I brought you here and I don't know if I can bring you back. If I open another portal who knows if it'll lead back to your world. It might open up a path to completely other universe."

"Aren't you worried about going home?" Fluttershy asked softly as she gave Lincoln a look of pity.

"Believe it or not…this isn't the first time something like this has happened to me." Lincoln told everypony causing them all to give him a surprised look. "Yeah, my life is strange."

"Clearly." Rainbow said with a smirk that Lincoln returned.

"But like I said, this isn't my first time ending up in a whole new universe. And I've learned to just roll with what life throws at you." Lincoln told them as some of the ponies could help but be impressed with how Lincoln was takin all this. "Plus, I know my family wouldn't want me mopping around and worrying all the time, plus things always work out for me in the end."

"Well I must say Lincoln your quite optimistic." Celestia complimenting Lincoln for having a trait sadly many ponies lack.

"Well, it's something I can say I've had long before I got superpowers." Lincoln told them as he thought of himself as being optimistic long before that alien watch fell from the sky 4 years ago. "Plus, I suppose it wouldn't hurt to stay in this world a little bit."

"Really?" Applejack asked in wonder.

"Yeah, it's always cool getting to meet new people, or I guess ponies in your guys case and to see new places. Plus, this place looks really nice and peaceful. Perfect for some R&R and even if something pops up, I'm more than willing to lend a hand. Plus, having fun and making new friends is always a plus. If that's ok with all of you of course."

"Well, you have my permission." Celestia granted as she had no problem with Lincoln staying in Equestria for as long as he needed.

"Mine as well. You seem responsible enough." Luna added in with a smile.

"Oh this is going to be so much fun!" Pinkie squealed in excitement as she suddenly popped right next to Lincoln and wrapped all her hooves around him for a big hug. "We'll all be best friends!"

Lincoln laughed in response as he patted Pinkie's cotton candy-like man. Just then Applejack said. "Should be mighty fun." Applejack said with Rarity nodded in response.

"Yeah, and I wanna see more of those aliens you got in that watch of yours!" Rainbow Dash said as she pointed a hoof towards Lincoln's left wrist.

However, Fluttershy then pointed something important out. "But where are you gonna stay while you're hear?"

Lincoln…didn't know how to answer that. Guess in his big speech of being ok with the turn of events that have happened he forgot he didn't really have a place to live and probably didn't have the correct currency to use in this world.

Luckily, Spike spoke up with a solution to one of those problems. "He can stay here with me and Twilight!" The young dragon spoke up. "We have a guest room here and it really hasn't seen much use."

"Hey yeah, you're right Spike." Twilight said as she remembered the spare bedroom here at the library. "Plus, it's kinda my fault you're here so I'm more then happy to give you a place to stay."

"Well thanks Twilight. I really appreciate it." Lincoln said with gratitude. Well that was one problem solved, now he just had to worry about what to do for money…

_KNOCK!_

"Ow!" A voice came from outside the door as somepony seemingly crash into it with Fluttershy letting out an 'eek' at the sound.

Twilight simply walked over to the door and used her magic to open it up and smiled as she saw who it was that crashed into the door. "Oh, hi Derpy."

Lincoln looked to see the gray furred mare with a yellow mane and tail as well as crossed yellow eyes he passed by earlier on his way to the library was currently sitting on her butt in front of the entrance to the library and rubbing her head.

The mare now known as Derpy shook her head to get her bearings and then looked at Twilight the best she could with her crossed eyes as well as giving a smile and said. "Oh hi Twilight." Derpy greeted. "I noticed you walking through town with this new strange creature and…"

But then Derpy noticed the princesses of the sun and moon and started to panic a little. "Oh my gosh! Princess Celestia and Princess Luna! Wait, are you having some special secret Royal Meeting? I'm so sorry! I didn't mean to interrupted! I'll leave!"

However, Celestia then walked up to Derpy and gave the cross-eyed pony a smile as she put a hoof to the mare's shoulder. "It's quite alright My Little Pony." Celestia reassured.

"Roll credits!" Pinkie Pie suddenly said as a loud 'Ding' sound suddenly rung out with everypony looking for where it came from.

Celestia and Derpy didn't seem to notice as Celestia said. "You aren't interrupting anything. I'm assuming you're here for a reason?"

"Oh, you're right. I'm sorry I almost forget." Derpy said as she chuckled to herself as she started to fly up with her flight pattern seemed to be bit uncoordinated as she flew around all wavy-like while often accidently leaning in different directions.

"I came her because I wanted to meet that new creature, I saw in town today." She said as she looked around the room before her crossed eyes met Lincoln.

"Well that would be me." Lincoln said as he got up and walked up to Derpy and held his hand out. "I'm Lincoln Loud, nice to meet ya!"

Derpy looked at his hand and closed her eyes and smiled…only to accidently boop his nose with her hoof. It didn't really hurt but it pushed Lincoln back a little bit. Derpy noticed this and her eyes widened a bit in corner as she sent an apologetic look to Lincoln. "Oh, I'm sorry!" Derpy quickly said as she grabbed Lincoln's still held out hand with both of her hooves and sheepishly smile. "I'm Derpy Hooves. But you can just call me Derpy."

"Hehe, it's fine don't worry about Derpy." Lincoln said, referring to Derpy accidently lightly hitting Lincoln's nose. "I've taken worse, trust me. So, what's up?"

"Well, when you looked at me today and smiled, you seemed really nice." Derpy said as she tried to keep flying place, but in her typical fashion she started to accidently fly backwards a bit. Luckily Lincoln gently grabbed her hood and pulled her forward. "And I just wanted to get a chance to meet you myself!"

"Well I'm glad you aren't frightened by me. A lot of the ponies outside seemed a bit nervous around me." Lincoln said as he remembered all the nervous looks most of the ponies outside gave him.

Derpy simply gave a bit of dopey smile and said. "Well I wasn't. I didn't see a reason to. Like I said, you look really nice." Derpy complimented before she asked. "So what are you all talking about."

"Not much when you came in." Rainbow Dash told her fellow Pegasus.

"Yeah." Lincoln confirmed. "Twilight just offered me a place to stay while I'm here. Although I did run into another problem. I don't really have any of the currency you guys use and I don't wanna have to ask them for money so maybe there's somewhere here I can find work."

Twilight was about to speak up and say it wouldn't be any trouble. Even Celestia as she would have been willing to share a bit of the MASSIVE royal treasury, she and Luna shared back at Cantorlot to their other universe guest. But Derpy suddenly gained a wide smile as she beat them all to speaking up. "I can help with that!"

"You can?" Everypony in the room asked at once, even the princesses.

"Uh-huh!" Derpy confirmed. "We're looking for a new delivery pony at the post office so if you can do that I'd love to hire you!"

"That's really nice of you Derpy." Fluttershy told her fellow Pegasus with a smile.

"Yeah, I wouldn't mind doing that." Lincoln said as being a mail man shouldn't be to hard. Especially if he used some of his speedier forms to get the job done.

"Great! Meet me at the post office in the morning and we can make it official!" Derpy said happily before looking over Lincoln's body and saying. "Although, I don't think we'll have a uniform that fits you."

"I can handle that darling!" Rarity spoke up in an excited tone. "It'll be a fun challenge designing something for a brand-new body type!

"Oh, thanks Rarity." Derpy said as she started to fly out. "See you tomorrow Lincoln." Derpy said…before flying into the wall right next to the door.

Derpy rubbed her head as she steadied herself and flew out the door this time. Once she was gone, everypony couldn't help but giggles at Derpy's, well, derpy actions.

Just then Lincoln let out a loud yawn, which ended up catching onto everypony else except Luna. "It is getting rather late." Celestia said in response to all the yawns. "It will soon be time to lower the sun and raise the moon, so my sister and I must be on our way back to Cantorlot." Celestia told everypony as they all waved to the princess and said their goodbyes.

"Wait, before you go." Lincoln called out to them and asked. "Is it true you two actually raise the sun and moon?"

"Why yes, it is." Luna said while brushing her hoof through her flowing mane.

"Wow…that's pretty impressive." Lincoln said to them as he put a hand to the back of his head. "That must take a lot of magic energy."

"Yes well, it's something we've done for a long time." Celestia told the Loud boy in a modest tone. "It's simply out duty. However, your talents are truly remarkable and unheard of in Equestria history. I honestly look forward to see more of what you're capable of."

"Well, you'll both just have to wait and see." Lincoln said as he smirked and put his hands in his hoodie pockets. "Good night you're majesties, I guess I'll see you later."

"Yes, I hope we do meet again. All of us." Celestia said while she and Luna gave a last goodbye before teleporting back to Cantorlot castle.

* * *

_**LATER THAT NIGHT**_

That night, the moon was shining high in the sky as everypony in ponyville was asleep. For one human however, he was awake. Lincoln simply laid down in the guest room bed, which was a little small for him given that the bed was made for ponies, but he could make some adjustments last, simply thinking about what's happened today.

And then…Lincoln looked to the audience.

"Well, today certainly has been a little crazy." Lincoln told the readers. "One moment I was fighting some bug monster, and the next I'm in a world of ponies. However, this seems like it could be a nice little adventure of itself. I already made some nice friends and who knows what tomorrow has in store. Regardless, I'm looking forward to it."

Lincoln then stopped talking to the viewers before looking out of the window and to the moon. He remembered what he was told the Royal sisters could do and even heard it himself from said sisters…but still…

"Do they really move them?" Lincoln asked himself before shrugging and heading off to sleep. Best not look for trouble when he literally just got here.

* * *

_**SUGAR CUBE CORNER**_

In the Sugar Cube Corner, where Pinkie Pie lived, the party pony herself suddenly was wide awake and instantly sat up. Pinkie's eyes narrowed as she said. "I feel a disturbance in the fourth wall."

* * *

**_Hope you guy's enjoyed the first three chapters! Remember to Fav, Follow, and leave a review. Don't worry, the next four chapter will be up as soon as I wake up tomorrow._**


	4. Need for Speed

**_And here's the next set off chapters._**

* * *

It was a nice, warm, and sunny day in the town of Ponyville. It's been a week since the Utlimatrix wielder Lincoln Loud had come to Equestria via a portal created by Princess Twilight Sparkle and the other ponies in town had gotten quite used the white-haired human. At first his strange appearance and the fact that no other creature like him existed set everypony off a little bit but once they got used to him, we was actually kind of delightful to have around the town.

Not only did his natural friendly appearance help everypony get at least a little comfortable with him. But once they stopped to get to know him, he was quickly being treated like any other member of Ponyville society.

Although they were surly shocked when they witnessed him transformed and feared he was Changeling at first, but then Lincoln started to use his transformations to help around town whenever he could. For example, he would help ponies move heavy carts with a tall, red, and extremely muscular four-armed alien he simply called Four-Arms.

He would help out on Applejacks farm on occasion by using a chicken hawk-like alien he called Kickin Hawk to kick down the apples from the tree with a single kick and easily carrying all the apples in the baskets, which the Apple family was more the grateful for. Granted the old pony Granny Smith was a bit unsure about letting this Human on the farm, once she saw how hard a worker, she was she allowed it. But that didn't stop her from keeping an eye on Lincoln.

He also made frequent trips to Rarity's boutique. This was because the clothes he had one when he came to Equestria were his only pair and Rarity was more then generous enough to make him some new cloths free of charge. Lincoln insisted to repay her, but Rarity was adamant of this simply being a favor from one friend to another. Plus, Rarity was quite excited in the new challenge of creating clothes for Lincoln body type since it's something she's obviously never had to do before.

Lincoln finally let Rarity have her way and said he wasn't one to car about his appearance and told Rarity some copies of the clothes he had one were ok as he was the kind of guy that preferred having a signature look. While Rarity did make a few pairs of hoodies and jeans for him, she couldn't help but make him a few other items. Even making him a tux that looked similar to the blue tux he had back home…how did she know that?

He's also made friends with a few of the ponies in town. The first one being Derpy, who was know his co-worker at the post office. Lincoln was a little nervous at first since he's never had experience in the postal system before but once Derpy showed him the ropes it was actually very easy. And she was more then happy to let Lincoln use his alien forms to make the job easier. Heck. It made it easier for everypony else.

He's also made friends with Mr and Mrs Cake. His first experience with them was during a surprise party Pinkie Pie threw him.

His second day of Equestria started with him waking up and going downstairs and being met with a surprise party organized by Pinkie and the rest of the Mane 6. There was everything you'd expect in a party. And the balloons and streamers even were based around his colors, orange, white and green.

There was a bunch of sweets, punch and games as well as ponies from all over town. Some of the first he met were the Cakes who were introduced to him by, once again, Pinkie Pie. At first the Cakes were a little nervous around him similar to everypony, but once Lincoln got a taste of the deserts, they made he quickly started complimented on how delicious they were. The Cakes took the compliments humbly and then out of nowhere it started into a discussion about baking as Lincoln swapped a few recipes with them as he was a bit of a baker to and helped dad with making deserts and a few other dishes at his restaurant in his world.

Another pony he met was the aqua color one he saw sitting on the bench yesterday which he learned her name was Lyra Heartstrings. Lyra was also with another Mare who was an Earth Pony named Bon-Bon.

Apparently, similar to Derpy, Lyra really wanted to meet Lincoln for whatever reason. So, the three simply got to having a pleasant conversation with Lincoln simply telling them about himself with the two mares soon following. And just like that, Lincoln had even more friends in this new world.

And as the days past things were simply nice and calm as he got to know more about the Mane 6 and this world. With Fluttershy he learned of her love of animals which honestly rivaled Lana's own love of animals. He even showed her some of his more animal like transformations like Wildmutt and Blitzwolfer which he was afraid she would be scared of due to their appearance, but the exact opposite happened and she actually started treating him a bit like the animals she took care of while in those forms…and he'd be lying if he said he didn't enjoy a little bit while as those aliens.

With Rainbow Dash he learned the Pegasus truly was like his sister Lynn in almost every way. Extremely competitive and loves winning. Thankfully due to his years of experience of dealing with Lynn, Rainbow Dash wasn't hard to handle, and he would say he enjoyed learning about all the different sports in this world. He also learned Rainbow Dash dreamed of becoming a member of the Wonderbolts. A flying team which reminded him of his worlds Blue Angels

He got to know Rarity while she was making cloths for him and quickly compared her to his sister Leni in their love of cloths and cloths making.

With Applejack she reminded him of his friend Liam. And since he's helped Liam at his farm before helping out Applejack wasn't so bad. Plus, it was nice to get a good work out in. He also learned AJ also had a bit of a competitive side but not as much as Rainbow Dash.

And then finally Twilight. He imagined Twilight would be the more friendly and social version of his genius sister Lisa. She enjoyed reading books a lot and couldn't help but introduce him to a bunch of books about Equestrian history and culture so he could learn about their world. And although he figured out their terminology…he was sticking to his own way of talking. Saying everypony just didn't feel right with him.

Although he did really get into a book series called Daring Doo. While he's not the most avid reader that book series really did click with him and his love and action and adventure.

Although most of the history of Equestria he learned from Twilight herself as even though she provided him with a bunch of books, she couldn't help but talk about things herself.

He learned about things like the legendary Unicorn Star Swirl the Bearded, all the other creatures in Equestria like Griffons, Dragons, Yaks, etc. However, what interested Lincoln the most of were the stories Twilight told him about Twilights adventures with her friends.

Stopping a dragon from spreading smoke in the sky, dealing with creatures called Parasprites, learning of Pinkie's Pinkie Sense, and even creating a time traveling paradox when Twilight met her future self-warning her of a disaster…that never came.

But the stories that really interested Lincoln were stories about them dealing with some of the villains of this world. She first talked about Discord, the lord of chaos and how they used the elements of Harmony to turn him into stone after he broke free of a previous petrification. However, due to recent developments it turns out Discord has been reformed, though Twilight still voiced her doubts and concerns about the matter.

She then talked about Chrysalis. The queen of the Changelings. Lincoln remembered hearing that name when he first transformed in front of the Mane 6 and know he knew why they accused him of being one. Changelings were pony-like bug creatures with the ability to transform into anypony they see and even copy their voice.

Twilight told Lincoln about when Chrysalis disguised herself as her formal Foal sitter Princess Cadence during her wedding with Twilight brother Shining Armor. Chrysalis plan was to steal the love from Shining Armor and essentially use him to gain more power and for her and her changling armor to ambush the wedding to take over Cantorlot and eventually Equestria.

Then she told him about King Sombra. An evil unicorn who took over the Crystal Empire 1000 years ago and was banished by the Royal Sister, but not before casting a curse on the Empire causing it to disappear for 1000 years. And when the Empire reappeared, so did he. But the Mane 6 were able to defeat him due to Spike recovering the Crystal Heart that protect the empire from insanely harsh blizzards as well as cause Sombra to disappear again.

Along with these stories he learned about the Elements of Harmony. Magical artifacts of great power that was connected to the Mane 6.

Pinkie Pie represented the element of Laughter.

Rarity represented the element of Generosity.

Applejack represented the element of Honesty.

Fluttershy represented the element of Kindness.

Rainbow Dash represented the element of Loyalty.

And Twilight Sparkle represented the element of Magic.

But in all this, there was one story that didn't sit well with Lincolns gut. Nightmare Moon. Apparently 1000 years ago, Luna started to feel intense jealousy over her sister as the Ponies practically worshiped her and the sun but would always sleep during the nighttime moon and left the Lunar Princess alone without anypony praising her.

Due to this, an evil spirit overcame Luna and turned her into the Dark Alicorn Nightmare Moon. After that happened, Celestia was forced to use the Elements of Harmony to banish her sister to the moon for 1000 years.

A lot of things in that story didn't sit right with Lincoln as well at all. First of all, 1000 years stuck on the moon. He couldn't comprehend how awful that sounded. Being stuck on a lifeless rock and surrounded by the extremely cold, empty and completely silent void of space for 1000 years…calling it torture was putting it _very_mildly.

And secondly, the act of Celestia do that in the first place. From what Twilight told him the Elements could do a lot of things. Celestia could have done something, literally _anything _else…but she chose to banish for own sister just because she felt neglected. That just felt so _wrong _to him. As someone with 10 sister's family was one of, if not the most important things to him. Yeah, he and his sisters have had and still do have their problems, but Lincoln would go through Hell and back for them over and over again no matter what.

Honestly, part of him wanted to go to Celestia and demand answers about this, but he just entered this world. He didn't want to go looking for trouble. He'll get to it when it's a more appropriate time.

But enough about the past week, let's get back to today. Currently, Lincoln was now in the form of a monkey-like aliens with four arms and four green eyes with blue fur. This was Lincoln's Archnichimp transformation Spider-Monkey.

Spider-Monkey was currently doing his job at the Ponyville post office any putting his multiple limbs to good use to quickly sort mail into the right slots. Just then Derpy Hooves walked past him and put her hat on a little hook next to the desk. "I'm going on my lunch break Lincoln. Will you be ok here?"

"Sure will Derps!" Spider-Monkey reassured her with a double thumbs up.

Derpy smiled at the gesture and use of the nickname Spider-Monkey made for her and gave a nod of approval before walking out and heading to go get something to eat.

* * *

A little later, Derpy was sitting at one of the outside tables of the PonyVille café with an iced tea, a Daisy, lettuce, and tomato sandwich along with a chocolate chip muffin. As Derpy was eating her DLT sandwich, a familiar voice called out to her.

"Hey Derpy!" Derpy swallowed the bit she took of her sandwich and looked up to see the source of the voice being none other than the blue Pegasus Rainbow Dash flying above Derpy.

The gray Pegasus smiled as Rainbow landed right next to her table and said. "Oh hi Rainbow Dash. How's it going today?"

"Pretty good. Just got down practicing some awesome new tricks!" Rainbow Dash told her fellow Pegasus while making some gestures with her wings to emphasize what she said. "Although now I'm starving! Mind if I sit with you?"

"Oh sure! Pull up a seat!" Derpy told Rainbow Dash with her usual smile and happy tone.

A few moments later, Rainbow Dash now had her own food consisting of a cup of coffee and a hay and rose sandwich that had toothpick on it with an olive.

As the two Pegasus ate together, Rainbow Dash decided to ask. "So how's snowball doing at the post office?" Rainbow Dash asked while taking a sip of her coffee.

"Who? Ooooooh, you mean Lincoln." Derpy giggled at the name Rainbow Dash use for the human and went on to say. "He's going great! He's a super hard worker and really helpful! His uh, aliens I think he calls them really lightens up the workload for everypony."

"Well that's good he's holding his own weight." Rainbow Dash commented as she laid back in her seat. "He tends to lend a helping hoof, er hand I guess as he calls them, whenever he can."

"It shows to." Derpy said with a smiled as she's remembered all the time Lincoln helping out whether it was at the post office or at the town somewhere. "Although he really shines when it comes to deliveries."

"Oh really?" Rainbow Dash asked with a bit of interest as she started eating her sandwich.

"Uh-huh." Derpy confirmed with a nod. "He has this form called, um, uuuh, I think he called it Accelerate or something like that. Anyway, he moves suuuuper fast and he's able to deliver packages and letters all over Equestria super easily!"

"Ahhh, a form with speed huh?" Rainbow Dash now with some peaked interest at hearing that Lincoln had some speed forms in that gauntlet of his. "Well, I might just have to check that form out sometime then."

"Oh, you totally should." Derpy agreed with a nod as Rainbow Dash started to take a long slow sip of her coffee. And just then, Derpy dropped a bit of a bombshell. "I think he's even faster than you Rainbow Dash."

Hearing this, Rainbow Dash's eyes shot open as she did a spit take with her coffee. Luckily Derpy was able to move her head to the side and avoided being dowsed by it. Rainbow coughed a few timesand wiped off her face before she looked at Derpy and started laughing a little. "Hehehe, that's really funny Derpy. For a second, I thought you said Lincoln was _faster _than me."

"But I did." Derpy said as she tilted her head and spoke with her normal tone.

Rainbow Dash's right eye twitched a tiny bit as she had to force herself to keep her smile on. "You're…you're kidding right?"

"No, you should see him go." Derpy said, not seeing Rainbow Dash's apparent annoyance at this and treating it like a normal conversation. "He was able to deliver a package from here all the way to Cantorlot in less then a minute! It was pretty amazing."

Rainbow Dash was still trying to process everything Derpy told her as she stuttered. "L-L-L-Less than a minute?! From here to Cantorlot?! But that's impossible!" The blue Pegasus yelled.

"Uuuuh, well," Derpy thought as she put a hoof to his chin. "He did come back with a signed paper for the package that the pony he was delivering it to so I'm pretty sure he did."

Once again, Rainbow's eye twitched as her smile was slowly breaking as she said. "Give me a second." Rainbow Dash then got up from her chair and buried her head in a nearby bush. Just then she let out a frustrated scream that was muffled by the bush as Derpy simply stared at her friend with a confused expression.

After a few seconds Rainbow stopped screaming and lifted her head from the bush and quickly flew up into the sky. "Sorry Derpy, but I gotta go!" Rainbow said quickly before disappearing in a rainbow blue.

"Oh ok, bye Rainbow Dash!" Derpy waved her friend off with a smile.

* * *

At Golden Oaks library, Twilight was simply enjoying a book while sitting on the couch in the main room of the Library. Just then she heard a familiar voice.

"TWILIGHT!" Twilight sighed at hearing it and proceeded to put her book down and open the window with her magic. She did this just in time for a rainbow blur to crash right into her library, luckily avoid knocking down any books.

"Yes Rainbow." Twilight said in an unamused tone. Yes, she loved her friends but she was getting a little sick and tired to Rainbow Dash literally crashing into her home.

Rainbow Dash quickly got up and shook her head to regain herself as she suddenly rushed right up in front of Twilights face. "Is Lincoln faster than me?!" The rainbow themed Pegasus quickly asked.

"Wha-huh?" Twilight stuttered as she back away from Rainbow to get her personal space.

"I said. Is. Lincoln. Fast then me?" Rainbow said slowly with growing annoyance in her voice.

"What do you mean? Where did this suddenly come from?" Twilight asked with a confused expression, willing to hear her racing friend out.

"I was having lunch with Derpy and I was asking how snowball was doing at the post office. And then suddenly Derpy said Lincoln uses one of his alien forms to deliver packages across Equestria that's faster then me!" Rainbow Dash explained as the memory only made her impatient to find an answer.

"Did you find out the name of this form?" Twilight said while trying to keep everything calm and rational.

"I think she said it was called Accelerate or something." Rainbow answered as she put a hoof to her chin.

"Oooooh! You mean XLR8." Twilight answered as she remembers what form her friend was talking about.

"What?" Rainbow asked with a raised brow.

"X-L-R-8. It's supposed to be a play on the word Accelerate." Twilight told her as she couldn't help but admit how clever the play on the word was.

"Huh, that's pretty cool actually." Rainbow admitted with a mutter before shaking her head and saying. "Back to topic, is he actually faster than me. Because that's gotta be some sort of joke, right?"

Twilight hummed in thought as she put a hoof to her chin. "Well, Lincoln has shown me a bunch of his forms so I couldn't take notes on them and document them in a book and I've examined a number of his forms." The Alicorn then grabbed a book of her work bench and opened it up to reveal page open page of showing Lincoln's various forms which including high detailed drawings of each one and information about each one including home world, powers, personalities, etc.

Rainbow Dash then watched as the Alicorn turned to a page she made that had a picture of an armored velociraptor alien with wheels on its feet. Twilight then went to explain the details of this transformation.

"XLR8 is a Kineceleran. Their home world is the Planet Kinet. Their a species of Velociraptor-like species known for their high speeds, quick reflexes, enhanced stamina, recovery, jumping, agility and even dexterity and accelerated thinking. Features include sharp claws, a prehensile tail and a helmet with a visor that can be raised up or down at will."

"Ok, ok, ok, all the egghead stuff is great and all, but can you just answer my question already." Rainbow Dash said impatiently that made Twilight huff in annoyance. "How. Fast. Is. He?"

"Fine." Twilight relented as she looked to where she wrote down the top speed. However, at seeing what she wrote down, she quickly closed the quick and gave Rainbow and nervous laugh and smile. "Oops, guess I forgot to write it down oh well." Twilight said quickly as she started to walk away.

Rainbow Dash wasn't buying it and narrowed her eyes at Twilight. "Twilight, you're about a good a liar as Applejack is. What did you record for his top speed?"

"Really. It's nothing Rainbow Dash. You're a fast Pegasus and should be proud of what you've accomplished so far."

"Twilight!" Rainbow yelled as she stomped forward.

"Ok! Ok fine!" Twilight surrendered as she opened up the book again and read from it. "The Kineceleran is capable at running at speeds faster than even natural lighting which moves at about 1/3 third the speed of light at 220,000,000 miles per hour."

Everything went silent as Twilight and Rainbow stared at each other. Twilight sheepishly smile as Rainbow Dash was frozen in shock. Just then Rainbow narrowed her eyes at Twilight before she flew up and was preparing to fly out the door.

Twilight was quick to stop her as she walked up to the door and asked. "Wait, Rainbow Dash where are you going?"

"Where do you think." Rainbow Dash said in a tone that made it seem like her destination was obvious. "I'm gonna find Lincoln and challenge in and that XLR8 form to a race. No way that's true no pony in Equestria history is even close to being that fast. So, I'm gonna show him what I'm made of!"

"Are you sure that's a good idea?" Twilight asked as Rainbow opened the door. "Rainbow, you're still one of, if not _thee_ fastest Pegasus in Equestria. That's something to be extremely proud of. You really don't have anything to prove against racing against another species all together."

"Yeah-huh I've got something to prove!" Rainbow Dash said as she flew above Twilight to get through the door. "I gotta show I'm not just the fastest Pegasus but also the fastest pony _period_! Tell the girls to meet up at the open field."

And with that, Rainbow Dash flew away leaving Twilight with a worried look on her face.

* * *

At the Ponyville post office, Lincoln could be seen wearing his regular cloths and walking out while switching the sign from Open to Closed. Letting a pleased sigh as he said. "Wonder what I should do for the rest of the day?"

"HEY LOUD!" Lincoln turned to the voice and his eyes widened as he narrowly avoided getting hit by a rainbow blur.

Luckily Rainbow Dash stopped herself before she crashed into anything. She then quickly turned around and sped right in front of Lincoln face and locked her narrowed eyes with his. "Uuuh, can I help you?" Lincoln asked awkwardly.

"You. Me. Right now! Let's go!" Rainbow Dash challenged as she pushed forward causing Lincoln to lean back.

"I don't know what you're-" Lincoln was saying before Rainbow Dash interrupted him.

"I wanna race right now!" Rainbow Dash finally said as Lincoln backed up and stood up straight.

"Um, ok. I mean I'm down for it but why?" Lincoln asked, surprised and a bit confused by Rainbow Dash's request. Especially since she was acting a little aggressive.

"I wanna challenge that XLR8 form of yours and show that I'm the fastest pony in Equestria!" Rainbow Dash explained to him as she gave a cocky smile. "Unless of course you're chicken."

Lincoln was silent for a few seconds, but then grinned as he looked Rainbow in the eye. "Alright Dash, you're on."

* * *

An hour later, Lincoln and the Mane 6 and Spike were all gathered around the open fields Lincoln and Rainbow Dash were standing next to each other both doing stretches before the big race.

In front of them was a starting line made of party streamers supplied by Pinkie Pie. "Hope you're ready to lose." Rainbow Dash said as she stretched her wings out.

"We'll see." Lincoln said as he activated the Ultimatrix and quickly found the alien Rainbow challenged and slammed it down and was covered in the signature green glow.

"XLR8!" The transformed Kineceleran announced as he got into a running position along with bringing his visor down.

Meanwhile Applejack, Rarity, Fluttershy, and Pinkie Pie were sitting a bit to the side awaiting the race that would occur. "Well, ah figured this would happen sooner or later." Applejack commented as she stroked Rarity's mane while the fashionista rested on her marefriends lap.

"I'm honestly surprised this didn't happen on Lincoln second day here." Rarity commented as she and everypony else knew how competitive Rainbow Dash could be and they were honestly waiting for when she would challenge one of Lincoln's aliens to some sort of competition.

"Oh dear, I just hope nothing bad happens." Fluttershy muttered timidly as she hoped this race wouldn't end up hurting the loser. Fluttershy then sent a concerned looked to Rainbow Dash as a bad feeling in her gut told her she was the one she should be worrying about. And if anything hurt her more then most things, it was seeing her best friend and fellow Pegasus hurt and/or depressed.

With Twilight and Spike, they were currently setting up some sort of device a few yards away from the starting line. "Aaaaand…done!" Spike said as he finished something up. "Is this good Twilight?"

"Perfect Spike. Now we just hope it works." Twilight said as she looked over her speed tracker. If her calculations and construction was correct this should be able to track speeds up to the speed of light so she can get proper data for tracking XLR8's top speed.

She also had another simpler device at the finish line that would simply announce when somepony crossed it. The finish line was about 5 kilometers away which Twilight thought was a good amount of distance.

"So, who do you think's gonna win?" The young dragon asked as he and Twilight walked next to the starting line.

It was then that Twilight put a worried look on her face and looked towards Rainbow Dash. "I think I already know." She muttered quietly as she and Spike stood right next to the starting line with XLR8 and Rainbow Dash more than ready.

"Alright everypony, you both ready?" Twilight asked as she looked over them.

"Yep!" Both of the speedsters said instantly.

"On your marks…get ready…" Spike said as he rose his arm. "GO!"

"Here I g-" Rainbow Dash said but was suddenly interrupted when an insane amount of backlash pushed her back and…

_FINISH!_

It wasn't even a second.

The race took less then a second to finish.

Everypony froze once they heard the words finish pretty much right as start was heard.

They all looked to see that the shockwaves have pushed Rainbow Dash back and she didn't even get past the starting line, but her opponent XLR8 was gone. When they all looked up at out the distance to where the finish line was, they saw XLR8 waving at them and standing next to the machine Twilight set up over there.

Just then they heard beeping, finally giving somepony a reason to talk. "Uh, Twilight, your speed thing is goin off." Applejack told the purple alicorn as she pointed to the speed detector.

Twilight finally managed to get her focus back and walked over to the speed monitor and looked at what speed was record…and her jaw dropped. "Th-th-this is impossible!" The Alicorn yelled as she double checked the numbers.

"What? What's wrong darling?" Rarity said as she and everypony stood up suddenly at hearing Twilight yell.

"What's the speed monitor say?" Spike asked as he ran up to the purple mare as Rainbow Dash laid on the ground frozen.

"I-It s-says…261,741,964 miles per hour." The Alicorn breathed out.

"WHAT?!" Everypony shouted in surprise as they went to check the speed monitor for themselves.

"Wowie Zowie!" Pinkie Pie gasped. "That's super-duper mega mondo fast!"

"It shatters every single record in Equestria history." Spike muttered as he's read a few of Equestria's record books and all record speed feats from all types of ponies didn't even come close to that!"

Just then XLR8 sped right next to them to the point where they didn't see him coming and everypony but Pinkie was startled by his sudden appearance. "So? How'd a do?" XLR8 asked with a simple smile.

"Well darling, needless to say you won." Rarity answered for him as the dinosaur-like alien pumped up his fist in victory.

"So now that that's over let's go to the Sugar Bube Corner for victory root beer floats!" Pinkie Pie suggested as she suddenly popped up from being XLR8.

"Hey I could go for one of those." XLR8 agreed as he slapped the Ultimatrix symbol and turned back to his human form.

"Me to!" Spike quickly said as he stepped up to them.

Everypony then muttered in agreement as Twilight packed up her gear. Only one was left out however. As everypony was walking away, Fluttershy looked back and gained a sympathetic look as she saw Rainbow Dash sitting on her flank facing away from everyone.

"Um, Rainbow Dash, would you, uh, like to join us?" The shy Pegasus asked as she tried to put on a smile for her friend.

"No." Rainbow Dash said in a low tone as she started walking away.

"Bu-but, I'm sure everypony w-would like to have you the-" Fluttershy was stuttering before being cut off by the rainbow themed Pegasus.

"Fluttershy, I really just wanna be alone." Rainbow snapped silently causing Fluttershy to flinch and back away.

Fluttershy could only watch in sadness as she watched her best friend leave. All the yellow Pegasus could do was lower her head and walked towards the rest of her friends.

* * *

At the Sugar Cube Corner, Pinkie, Fluttershy, Rarity, Applejack, Twilight, Spike, and Lincoln could all be seen sitting together at a table all enjoying a root beer float with the exception of Rarity who simply had a bowl of vanilla ice cream.

Pinkie proceeded to chug hers down in less then 5 seconds and getting all the foam and ice cream on her muzzle which was quickly licked up by her long cartoony tongue.

"…Everything about that mare confuses me." Lincoln said as Spike nodded in agreement as they watched Pinkie Pie just be Pinkie Pie.

As Applejack took a drink of her own float, she looked across the table and saw that Fluttershy with her head lowered and a sadden expression across her face and her root beer float untouched. "Everythin ok sugar cube?" Applejack asked Fluttershy making everypony look towards her.

Fluttershy snapped out of her thoughts and looked towards everypony and said. "Oh, sorry everypony. I guess I just can't help but be a little worried is all." The timid Pegasus answered.

"About what?" Spike asked as he wiped some root beer foam from his mouth.

"It's about Rainbow Dash." Fluttershy answered as most ponies on the table nodded and quickly caught onto what the yellow Pegasus meant. "I'm just worried how she's taking her loss."

"Why's that?" Lincoln asked as he set his mug down.

"Well, I'm sure you've noticed by now darling, but Rainbow Dash is a rather proud pony." Rarity said as Lincoln nodded at her words.

"Yeah, I've noticed she's a lot like my older sister Lynn." Lincoln stated he leaned his head on his head and took a swing of his float. "Lynn is essentially the definition of competitive. Pretty much good at every sport in the book, except chess, obsessed with winning, and until a few years ago, always in your face about her victories. She made family game night unbearable with her gloating since she always somehow won."

"Yep. Sounds like Dashie alright!" Pinkie Pie stated as she licked the inside of the mug to make sure she got every drop of sweet liquid and ice cream.

"Yeah, she's a very proud Pegasus and the thing she takes pride in the most is her speed." Twilight explained as she came into the conversation.

"She is the first and only pony to pull off the Sonic Rainboom." Spike confirmed as Lincoln remembered those words. Twilight explained to him Rainbow Dash's Sonic Rainboom and how it ended up getting her and the entire Mane 6 their Cutie Marks.

"Right. Anyway, Rainbow Dash considered herself to be the fastest pony in Equestria." Twilight said as she sent a worried look towards Lincoln.

"Aaah, I can see where this is going." Lincoln said while nodding. He could tell what they were getting but everything was confirmed when Fluttershy spoke up again.

"I'm just worried how Rainbow is taking a loss like that." Fluttershy said as she knew her fellow Pegasus was probably taking a massive loss like this very hard.

"Well, maybe this'll be good for her." Applejack commented as she took another drink of her root beer. "Help her act less arrogant."

"Yeah I'm with AJ on this one." Lincoln agreed with the farm pony as he gestured his head to her. "Like with Lynn, she needs to learn that while pride is a good trait to have to much of it can lead some problems."

"Still…" Fluttershy said in a still worried tone. "I just hope she's ok." Once again, she hated seeing Rainbow Dash sad. It was probably one of, if not, her least favorite things. Seeing Rainbow without a smile on her face just made the shy Pegasus's heart break.

"Don't worry, she will be." Lincoln said before an idea came to his head and he started nodding to himself. He then chugged down the rest of his float and put the mug down and stood up. "In fact, I think I have an idea. Twilight, you and everybody else met me and Rainbow Dash tomorrow at the field again and I think everything will work out well."

And with that, Lincoln left. Everypony looked at each other confused, but simply shrugged and decided to go along with what Lincoln said and hoped for the best.

* * *

The next day, Celestia's sun was slowly raising as Luna's moon was lowering. Everypony was started to wake up for the day expect one certain Pegasus who was constantly flying across Twilight's speed meter.

"Come on! Come on! Come on!" Rainbow Dash yelled to herself as she sped by the speed monitor again as fast as she could during her current condition.

After her completely humiliating defeat by Lincoln yesterday, Rainbow Dash had been working non-stop to try and get herself to the speeds XLR8 showed. But so far, her efforts were proven fruitless as the most she got was over 10,000 miles per hour. Fast, certainly faster than any _pony _but it doesn't hold a candle to the Kineceleran she raced against who went over 1/3 the speed of light for just traveling 5 kilometers.

And the progress of Rainbow's training showed as she was sweaty, had bags under her eyes, her fur and feathers were dirty, and her mane was messy.

When Rainbow landed, she winced due to how sore her muscles were from the non-stop working she's been doing and looked at the speed meter but groaned when she didn't even break the 10,000 mph mark.

"Oh, come on!" The blue Pegasus yelled in frustration as she fell back first to the ground. She released a groan of irritation as she looked up at the sky that was slowly but surely turning blue.

Rainbow closed her eyes as she talked to herself. "How? Just how can _anything _go that freaking fast?!" She was supposed to be the fastest. And if she wasn't that, then what was she.

Just then she noticed a shadow being cast over her through her eye lids and opened her eyes to see a certain green-eyed human looking down at her and smiling. "Howdy neighbor." Lincoln said.

Rainbow Dash glared as she turned her head from him and said. "What do _you _want?" Rainbow Dash said irritably.

Lincoln simply chuckled and proceeded to sit down in front of the Pegasus. "Well good morning sunshine." The white head said as Rainbow Dash simply let out a huff.

"So what, come here to brag?" Rainbow accuses she didn't move from the spot she was at.

"You know you really do sound like my sister Lynn." Lincoln simply said as he looked up in thought.

"And what's that supposed to mean?" Rainbow Dash asked in an annoyed tone as she sat up and gave Lincoln and unamused look.

"Well I think you and Lynn would get along great." Lincoln said as he looked up at the sky and reminisced about his older sister. "You're both athletic, good at nearly everything you try, and have a lot of pride within you."

"Heh, your sister sounds pretty cool." Rainbow Dash admitted as she smirked and thought about maybe meeting Lynn one day and challenging her to a few things.

"Yeah, and you know pride is a good thing to have. Just about everyone in my family has pride about something." Lincoln told her when suddenly his expression saddened a bit. "But if you take your pride to far it can lead to some…issues."

Rainbow Dash's eyes widened a bit from Lincoln's tone. She's never heard him talk like that and asked. "What do you mean?"

"Well…" Lincoln began as he put a hand to the back of his head. "I won't get into the exact details, it's pretty long story that I'll tell everyone together, but the summary is that when I was 11, something happened involving Lynn that caused me and my younger sister Lucy to resent her a bit. Things were shaky for a while and soon enough Lynn's arrogance got the better of her and she did something that had some serious consequences. Yeah, everything worked out at the end, but I was really pissed at her for a while."

"Wh-what exactly is the point? Why are you telling me this?" Rainbow Dash asked as she failed to see the point to all this.

"The point is, Lynn let her arrogance and pride get the better of her and led her to making some mistakes. Big ones." Lincoln explained to the Pegasus as he looked her right in the eye. "I don't want you making the same mistakes."

Rainbow Dash took all of Lincoln's words in and lowered her head a bit. She…did often let her pride get the best of her and more then once led to her doing something that at least annoyed her friends and at most got them really angry with her. Before Rainbow Dash could respond, Lincoln spoke up with friends. "Look, there's nothing wrong with being prideful. But you can't let it control you otherwise it can lead down a dark path. You think you're the fastest thing alive, well sorry but to put it bluntly, you're not."

Rainbow Dash winced at Lincoln's words and was about to retaliate but stopped herself when she saw the smile Lincoln was sending her. "But that's not really a bad thing." The white head said as he went on to explain his reasoning. "I mean, imagine that you were the fastest. Then what? No challenges, nothing to work up to. You're just there…and then what?"

Rainbow Dash thought about Lincoln's words for a bit, and then gave a small smile and admitted. "Yeah, I guess not having any goals or anything to work up to sounds a little boring huh?"

"Yeah." Lincoln agreed with a small chuckle. Both of them sat in silence for a bit just watching as the sun finally reached its peak in the sky. After about 20 minutes of peaceful silence, Lincoln turned to the Pegasus and said. "Look, you may not be the fastest _thing _but I think you're the fastest in one regard."

Rainbow Dash hummed in interest as she turned to Lincoln with the white head saying. "Get some rest. I told the rest of our friends to meet us here in a bit. I'll wake you up when they get here and then we can do something I think you'll like."

Rainbow Dash then let out a yawn after Lincoln said rest as she just realized how tired she was. "Yeah. I'm beat. See ya later Linc." Rainbow Dash said as she flew up to the nearest cloud and once she landed on it, she instantly fell asleep.

* * *

A few hours later, Rainbow Dash still snoring loudly on the cloud she was sleeping on. "Hey." A voice called out to her making her roll around in her cloud bed. "Come on, wake up!" Rainbow groaned out a 'fine, fine' as she opened her eyes and wincing at the sunlight that hit them making her vision blurry.

After a moment or two, her vision started to regain as she focuses in on a Pegasus stallion right in front of her that she didn't recognize. He had light orange fur and a familiar shade of white for their mane and tail and green eyes.

"Wha-who are-" Rainbow Dash was asking but stopped when the Pegasus turned to his side and showed what was on his flank. The Ultimatrix symbol. Rainbow Dash quickly shot up and was now wide awake as she asked. "Woah! Linc is that you?"

"Yep." He confirmed with a smile. "But you can just call me Jetwing in this form!"

"Heh, nice name." Rainbow Dash said before shaking her head and getting to the point. "So is this what you wanted to show me?"

"Part of it, yes." Jetwing answered. "Look, you challenged XLR8 to race, not the fairest competition considering even an average specimen of his speices can go from 0 to hyper sonic in a second." Jetwing told her as Rainbow sighed in annoyance at remembering just how outclasses she was compared to XLR8 and now his entire species.

"But," Jetwing said in a positive tone. "Let's see how we do against each other when on equal ground. If your up to it of course."

Rainbow Dash thought about it. She knew what Lincoln met. Instead of Pegasus vs Alien. Pegasus vs Pegasus. Rainbow suddenly felt herself grinning as she looked Jetwing right in the eye and said. "Bring it on."

Later, it was a similar to set up. The Mane 6 aside from Twilight and Rainbow Dash were sitting to the side now looking more positive although Fluttershy still looked a bit worried.

"Lincoln vs Rainbow Dash round 2!" Pinkie Pie yelled in excitement as she pulled out a bag of popcorn from her mane.

"Do your best darlings!" Rarity cheered for both of them.

"Show us some speed!" Applejack yelled while waving her Stenson hat in the air.

'_Come on Rainbow…'_ Fluttershy thought as she looked at the rainbow themed pony. '_I know you can do it.'_

"Alright, everything's all set up." Twilight said as she and Spike took their assigned positions. "Everypony ready?"

"Ready!" Rainbow Dash and Jetwing said in unison.

"On your mark…get set…" Spike said as he raised his hand up. "GO!"

Both Pegasus quickly took off flying at the exact same time, creating a lot of backlash that pushed all the spectators back a bit.

With Rainbow Dash and Jetwing, they currently had their eyes narrowed at the quickly approaching finish line. Right when one gained the lead the other would instantly past the other. It was neck and neck when…

_FINISH!_

Everypony heard Twilights machine yell out the word and quickly looked forward to see both Pegasus had crossed the line. "Who won? I can't tell?" Applejack asked as she put her hooves over her narrow eyes to try and see farther.

"Come on everypony, let's go find out." Twilight said as her friends gathered around her. Just then Twilight's horn glowed brightly as she proceeded to teleport her and her friends away. They then reappeared where the finish line was and saw Rainbow Dash and Jetwing breathing heavily.

"So, who won?" Spike quickly asked.

Both Pegasus got up and looked to each other, and then to the group in front of them as Jetwing smirked…and gestured his head towards Rainbow Dash. Everypony gasped as Rainbow smirked in victory. "Might not be the fastest alive…but I'm still the fastest Pegasus baby!" Rainbow Dash told everypony proudly.

Everypony proceeded to cheer with Fluttershy in general letting out a surprise squeal of delight as she suddenly rushed up to her fellow Pegasus and wrapped her into a hug and nuzzled the side of her head and mane against Rainbow's head.

The hug went on for minute with Rainbow Dash chuckling with a light blush and said. "Enjoying yourself flutters?"

Fluttershy's eyes widened as she realized what she was doing and quickly let go and tried to hide her face in her mane. "I-I-I'm s-sorry. I di-didn't mean to h-hold on for so l-long."

"It's no sweat. Thanks Shy." Rainbow Dash said as Fluttershy's cheeks turned red which she luckily managed to hide behind her mane.

"See that Rainbow." Jetwing said as he stepped forward. "You may not be the fastest thing, but I still think it's safe to call you the fastest Pegasus. So not only can you be proud of that, but know you still have something to work for and a reason to improve yourself. Just try not to let your pride and arrogance get the better of you."

"Hehehe, I get that a lot." Rainbow Dash admitted sheepishly as an embarrassed blush came to her face. "But I'll try better from now on. Thanks Linc."

"Always happy to help!" Jetwing said positively before hitting the Ultimatrix symbol and turning back to human. "Now I don't know about you guys, but I'm in the mood for a breakfast muffin you all in?"

Everypony quickly cheered in agreement as they all went off to get some long awaited breakfast.

* * *

**_This was a fun one for me. Remember to fav, follow, and leave a review and the next few chapters will be up in a bit._**


	5. Maud Pie

**_One of my personal favorite episodes from the show! Hope you all enjoy!_**

* * *

"Alright Pinkie better have a good reason for this." Lincoln groaned as he wiped the sleep out of his eyes. He and the Mane 6 aside from Pinkie Pie herself were currently standing outside the Sugar Cube Corner…very early in the morning.

"Yeah. It's way to early to get up for anything." Rainbow groaned as she hovered closer to her friends while letting out a big yawn.

"I just can't go without my beauty sleep." Rarity said in a sleepy tone. Luckily Applejack was there to wrap a hoof around her marefriend and give her a kiss on the cheek.

"Well ah think ya always look beautiful sugar cube." Applejack told the white unicorn, making her smile and lean into the farm pony's neck. Applejack as really the only pony not effected by waking up this early as she pretty much did this on a daily basis to work on her farm. The blond mare then turned to the rest of her friends as asked them "Has anypony heard from Pinkie Pie since yesterday?"

"Not me." Lincoln said as everypony else muttered, saying they also haven't seen the pink party pony recently either.

Rainbow let out another yawn as she complained even more about the meeting time. "I just don't get why she asked us to come this _early_!" The Pegasus groaned as she gestured over to a sleeping rooster. "Celestia hasn't even raised the sun yet!"

"I hope everything's ok." Twilight said with concern before knocked on the door to the sweets shop.

Once Twilight knocked, they heard the sound of clattering come inside making everypony look at each other in some slight concern of what was going on inside. Just then the door opened revealing Pinkie Pie wearing safety goggles and a white chef's hat. "Thank goodness you're all here! There's no time to lose!" Pinkie said quickly as she walked out and proceeded to throw her friends inside. The only one to avoid this was Twilight as she walked inside and Rainbow who tried to fly in, but Pinkie accidently closed the door on her once everypony else was inside. Pinkie quickly opened up the door again and grabbed the Pegasus's hoof and dragged her inside.

When everypony was inside, they soon looked down to find tiny little colored rocks on the floor. Looking around the room they saw that there was tons of these kinds of rocks around with canisters filled over the brim with them.

"What is all this?" Twilight asked as they all watched as Pinkie held a bowl filled with even more rocks and was stirring them around with a whisk.

Pinkie them spat out the whisk as she explained to her friends the situation. "My sister Maud's going to be here soon, and I need your help taste-testing my rock candy recipes." The pink pony explained as she gestured her head over to all the piles of rock candy in the room.

"Uh, were happy to help Pinkie Pie, but this seems like an awful lot of candy…" Applejack pointed out as she felt a little intimidated by what was possibly hundreds of pieces of rock candy in the room.

"Even for you." Rarity pointed out as she knew that Pinkie Pie loved sweets and tended to go a little bit crazy whenever doing something involving them, but this was dialing it up to 11.

"Yeah, I think you went a little overboard." Lincoln added in as he tried his best to maneuver around the room and not step on one of the many pieces of candy on the floor.

"Maybe just a teensy bit." Pinkie admitted with a big sheepish smile.

* * *

A few hours later, everypony but Pinkie was now on the ground groaning in pain with a few clenching their stomachs in pain due to eating one rock candy to many. "Ok guys, I'm tagging out." Lincoln groaned as he fell down clenching his stomach.

Just then Pinkie came in wheeling in a what looked like a garbage can that was filled with, yet, even more rock candy. "Everypony ready for more?" She asked happily getting a groan from everypony in response.

"My teeth hurt." Rainbow Dash as with a bunch of pieces of candy stuck to her muzzle and a clenching her belly.

"Ah think we've had enough." Applejack quickly said as she and most likely everypony else couldn't bare to eat a single piece more. "And shouldn't you be on your way to pick up Maud from the train station?"

"But you only tried half of the flavors." Pinkie Pie stated as she grabbed as much candies from the trash can as she good with her fore hooves and spoke with a slightly anxious tone. "And we have to choose the perfect ones before she gets here so I have time to make more."

Everypony then all watch as Pinkie shoved all the candy in her mouth before picking up the trash can and dumping the rest of the candy in her mouth and quickly chewing it up and swallowing. Twilight then walked up to Twilight with a reassuring look on her face. "Pinkie, Maud is your sister. I'm sure she'll love the rocky candy." The Alicorn told the Earth Pony.

"Yeah." Lincoln added in as he managed to sit himself up. "If anyone know how sisters behave with other sisters it's me. I'm sure Maud won't care about the flavor; she'll probably care about spending some time with her sister."

Everypony nodded in agreement to both Twilight's and Lincoln's words as Rainbow Dash added in. "And needless to say, you've made enough for one pony who's only staying for a week." The blue Pegasus stated as she gestured her hooves to the entire room.

"Well it's not just for Maud silly." Pinkie stated now having her usual smile back. "I'm making candy for all of us!"

Everypony groaned again, feeling like they've had eaten enough rock candy for the rest of the year. Lincoln then fell back down on the floor and got into a fetal position. "I, uh, think he's out of commission." Fluttershy said as she poked Lincoln's back with her hoof.

Just then Pinkie actually looked at everyone with a serious expression as she said. "It's a part of a very important, super-duper special tradition that only the closest and bestest of friends can share." Pinkie explained as she pulled up a necklace with a bunch of pieces of rock candy attached to it. "We're going to make rock candy necklaces together." She followed up with an excited scream.

Pinkie then began to tell the story of how this tradition came to be.

"_It all started when Maud and I were fillies on the rock farm. She taught me the Pie family rock candy recipe. It has a secret ingredient. It's rocks! She showed me how to string the pieces to make them into a necklace. And once we were done, we'd trade."_

Everypony watched as Pinkie detailed her stories with a notebook and colored pencils. Once she finished the last drawing, she dropped the pencil and said. "Maud and I have been trading necklaces back and forth since I moved to Ponyville. They're a sign that we'll always be best friends."

"Aw, what a great tradition." Applejack complimented as she and everypony else smiled at the incredibly sweet tradition Pinkie and her sister had.

"Hold on!" Rainbow Dash interrupted as she realized something from the story. "The rock candy secret ingredient…is rocks?"

"Yeah." Pinkie said with a simple nod.

"So…that rock candy…was actually _rock _candy?" Lincoln asked to make sure he didn't mishear anything. When Pinkie nodded again, Lincoln eyes slowly widened as he put a hand to his stomach. "Well…that's certainly gonna be something later."

When Lincoln's said that, everypony else's eyes widen with the exception of Pinkie Pie as realization of what was to come came to them as well. However, Pinkie then came in and reassured everypony as she said. "Don't worry everypony. They aren't just normal rocks. They're a special kind of rock that Maud discovered."

Everypony eased up at hearing that as Fluttershy asked. "What kind of a rock are they?"

"I can't tell you that, silly." Pinkie Pie told the shy pony as she leaned in her ear and said in an exaggerated whisper. "It's a secret."

"Now that Maud is heading off to her Rocktorate in rock science, this may be our last chance to trade them for a really long time." Pinkie explained as she turned to face all her friends. "I can't wait for you all to meet her. I just know that my best Ponyville friends and best sister friend are going to become bestest friends. We can make bestestest friend rock candy necklaces together!"

Pinkie was growing more excited by the second as she began to list of traits Maud had in common with her friends. "She expresses herself through fashion just like Rarity. And she's really smart and loves reading, just like Twilight." She said as she wrapped Rarity and Twilight in her hooves. She then reached out for Applejack and Fluttershy. "And she's honest and loves forest things." She then grabbed Rainbow. "And is good at games." She then grabbed Lincolns arms and wrapped him up into the forced group hug. "And she's super brave and strong!"

"And, well, SHE'S AWESOME!" Pinkie yelled excitedly.

Lincoln couldn't help but chuckle at the events taking place and said. "Well I can't wait to meet her."

"Yes, same here darling." Rarity managed to say with her cheeks being pressed against Pinkie and Twilight. "But won't she be worried if you aren't at the train station when she gets here?"

"She sure will." Pinkie said before realization came to her and she let out a panicked gasp. "I gotta get out of here!" And just like that, the pink Pony quickly threw her friends out of the group hug and quickly ran out of the sweets shop and headed to the train station as fast she could.

* * *

Later that day, with the sun now shining high in the sky the Mane 6, aside from Pinkie, as well as Lincoln were all setting up a picnic area to greet Maud with when Pinkie brings her to meet them. The ponies had also brought their pets with them with Applejack having a dog named Winona, Fluttershy having a bunny named Angel Bunny, Rarity having a white Persian cat named Opalescence, Twilight having an owl named Owlowiscious, and finally Rainbow Dash had a tortoise named Tank. Tank had a little something extra however has Rainbow Dash had set him up with a pilot hat/googles and a propeller so that her and Tank could fly together.

"Ok. That's awesome." Lincoln commented as he watched the tortoise fly above a few of the pets that were running around.

"I know right." Rainbow Dash bragged a bit as she watched her beloved pet fly to his heart's content. Lincoln would have to tell Lana about this when he eventually got home.

Meanwhile the rest of the ponies were busy setting up food and the red and white checkered pattern blanket for the picnic with Maud. "I sure hope Maud has an appetite." Fluttershy said as she and Angel Bunny approached the picnic blanket.

"Never met a pony, or a critter, who didn't love Granny Smith's apple-spice muffins." Applejack said as she put down a basket of said food item on the blanket. She also pushed back Angle Bunny when he tried to take a muffin.

"Oh, it's no use." Rarity said as she and her cat walked in with Rarity wearing a big purple hat covered with semi-transparent rocks. "I simply cannot find anything suitable to wear."

Lincoln then looked at Rarity's hat and had to suppress a laugh as he struggled not to smile and asked. "Rarity…what the heck are you wearing."

"Well, I was trying to find the perfect outfit or accessory that would impress Maud." Rarity explained as she looked at her hat with a glare. "But, as it turns out, nothing goes good with rock!" Rarity said as she sat down on her butt leading to one of the rocks falling off and landing in the muffin basket. Meanwhile Applejack saw down next to the unicorn and leaned her hand on Rarity's shoulder to cheer her marefriend up.

"I doubt she'll notice what anypony's wearing." Rainbow said as she simply shrugged her fore hooves. "So, what's the big deal?"

"The big deal is how can we show her what a strong fashion presence we have in Ponyville if the most fashion-forward pony here can't keep her hat from falling about." Rarity explained as, true to her word, more rocks started to fall from her hat.

"Sugar cube, it don't matter what you're wearing. To me, you're the most beautiful pony in all of Equestria." Applejack reassured her marefriend as she grabbed her cheeks and gave her a soft smile making everypony present 'aaw' at the sight. Expect Rainbow Dash who turned away so she wouldn't watch all the 'lovey-dovey' stuff.

"I think we're all nervous about Maud's visit." Twilight told the couple after getting over the cute little scene. "She's Pinkie Pie's sister and it's obvious Pinkie really wants us to hit if off. Being able to make those rock candy necklaces together is really important to her."

"I think you're all over thinking this to much." Lincoln told everyone as he sat against a tree and rest his head behind his arm. "Just be yourselves. No need to get all worked up and out of your way for something. If she really wants to be your friend, then just be yourselves around her and let her be herself." Lincoln told everyone with a confident smile as everypony looked to each other and smiled at the human's words. And then they heard a familiar peppy voice calling out to them.

"WE'RE HERE!" Everyone turned to the voice of Pinkie Pie coming from atop the hill that led to the area they were at. They then saw as Pinkie Pie literally started bouncing down the hill to meet up with her friends.

When she reached them, Twilight walked up to her with a confused expression and asked. "Where' Maud?"

"Yeah I thought you picked her up from the train station?" Lincoln asked as he didn't leave his position of leaning against the tree.

"She's coming." Pinkie told everypony with an eager expression as she and the rest of the group looked up the hill.

After a few moments, they still didn't see anything as Rainbow asked. "Are you sure?"

"She's not quite as fast as me." Pinkie told her friends as she reassured them. "I asked Gummy to stay with her in case she got lost." Gummy was Pinkie's pet…alligator which was named Gummy due to the reptile's lack of teeth.

Everypony continued to look up at the hill, with Lincoln finally standing up and putting his hands over his eyes to see farther. And just then he spotted something. "Hey, I think I see someone." Lincoln told the ponies around him as they narrowed their eyes and eventually saw the figure of an Earth Pony coming into view…very…very slowly.

"Is she even moving?" Rainbow Dash whispered to Rarity who simply shrugged in response as they saw the Pony slowly walking down the hill.

"WE'RE OVER HERE MAUD!" Pinkie yelled with her voice echoing throughout the area.

Finally, after a few more minutes they watched as Maud finally came into view, stopping in front of a small rock. Maud was an earth pony liked her sister and had bluish gray fur and a grayish violet man and tail, with the tail currently being chewed on by gummy. She had light turquoise eyes with mascara that was the same color as her mane and tail along with a single eyelash. She wore a grayish blue frock with a black belt around her waist.

Maud had a blank emotionless expression on her face as she gave everypony a brief glance before looking down at the rock in front of her. She didn't seem to care that there was an Alligator teething at her tail.

They watched as Maud leaned her head down to the rock and gave it a few sniffs and hummed a bit and said in a tone that matched her expression. "Sedimentary."

Pinkie had a giant smile on her face as Everypony rose a brow at Maud's actions. All except Lincoln who was simply watching her and trying to get a good read on this pony and her personality. "Huh?" Rainbow asked as she landed in between Twilight and Pinkie, not hearing what Maud said.

"This is a sedimentary rock." Maud explained as she held the rock in her hooves. Her expression never changing.

'_Ah, I see,' _Lincoln thought with a smirk as he realized the kind of personality Maud had. Not to unlike a certain black-haired sister he had.

Everypony was silent for a moment as Gummy finally jumped off the mare's tail. Finally, Twilight managed to speak in a bit of an awkward tone. "That's really fascinating, isn't it, girls?" Twilight asked her friends as they all simply gave awkward expressions in response, with the exception of Lincoln who gave a slight nod as he put his hands in his hoodie pockets.

Twilight then managed to put on a friendly face as she walked up to Maud and spoke in a sincere and friendly tone. "We're just so thrilled you could come for a visit before your big trip." Twilight said as Maud simply listened with her usual expression. "Pinkie Pie has told us so much about you. I'm Twilight and this is Applejack, Fluttershy, Rainbow Dash, Rarity, and Lincoln."

All the ponies Twilight introduced each gave Maud a wave then their names was called with Lincoln simply giving a small nod in greeting.

"It's so very nice to meet you." Fluttershy greeted.

"We're just gonna have the best time!" Applejack said with enthusiasm.

However, Maud didn't give a response a response as she looked at everypony with the same blank expression she's had since they've arrived. Most of the group felt a little nervous at this while Pinkie simply smiled at everyone.

Lincoln wasn't fazed however as he stepped up to Maud and gave the Earth Pony and small smile and gave a simple. "Sup."

Maud was still silent but looked up and Lincoln and looked over him and seemingly expecting his body. "Hi." She said simply. She didn't seem nervous around him like most ponies he first encountered. "Pinkie told me about you in a letter."

"Really?" Lincoln asked, keeping his words simple and few.

"Yes. And she was right." Maud told Lincoln as she looked into his eyes. "You are tall."

"Yes I am." Lincoln replied with a tiny smile.

Pinkie then let out a happy squeal as she said. "It's so good to see you two get along!" She cheered as Lincoln simply nodded at the pink pony with Maud simply looking to Pinkie and blinking.

Everypony else was really confused and feeling rather awkward. For one, Lincoln didn't really seem effected by Maud's monotoned attitude and expression and two, getting along? Lincoln seemed like everything was going ok but Maud…it was impossible to tell just _how_ she was feeling.

"Come on girls! Don't be shy!" Pinkie told them with enthusiasm. "You should get to know Maud as well!"

The other mares looked at each other awkwardly for a moment, but then Rarity gained the confidence to introduce herself and walked up to Maud and said. "Pinkie Pie tells me you share my love for fashion."

"I'm really into expressing myself through my wardrobe." Maud explained with her usual monotoned voice.

"And what is the delightful frock you're wearing now saying?" Rarity asked as she pointed a hoof towards the piece of clothing Maud was wearing.

Maud was silent for a moment before bluntly saying. "It doesn't talk. It's a dress." She said while raising her eyebrow a bit at Rarity.

"Oh yes. Of course! I was just, uh, well," Rarity said awkwardly before she started to babble nervous gibberish and back away.

Just then Lincoln came in and gave his opinion about Maud's frock due to gaining some fashion skills from Leni. "Well I think it shows that while it's simple, it's the kind of simple that works with you and show that you aren't trying to stand out, but are simply showing off who you are as a per, er, pony." Lincoln said while having to correct himself at the end.

Maud then looked to Lincoln again and said. "Thank you. That's what I was going for." She confirmed with her expression and tone _still _not changing one bit.

Rarity looked to Lincoln with a gaped mouth. How was he interacting with Maud so well?! Before she could question anymore in her mind, suddenly Applejack's dog started barking and circling around Maud. "Oh. So, this here's Winona," Applejack introduced her pet as the farm pony stepped up and started introducing everypony's pet. "And that's Owlowisious, Tank, Opal, and Angel. Pinkie Pie told use you have a pet too."

"He's in my pocket." Maud told them as Fluttershy walked forward.

"Oooh, you have a pocket pet?" The usually shy mare cooed. "Like a tiny mouse? Or a baby bird? Or a trained butterfly?" She excitedly asked as Angel stood by her and looked pretty annoyed at Fluttershy getting excited over other animals.

"It's a rock." Maud bluntly revealed as she reached into a pocket on her Frock and pulled out a little rock and set it on the ground. Fluttershy looked at Boulder with a rather surprised look before looking awkwardly at Maud. "His name is Boulder."

Everypony was silent while Lincoln couldn't help but snicker at their reactions while Pinkie said. "This is going to be the best, most awesome, funnest week ever!" She said excitedly. "I can't wait for us all to become bestest friends."

"Yeah, this might be pretty fun." Lincoln said as he turned to Maud and gave the mare a small smile, similar to the ones his sister Lucy made from time to time.

Maud looked Lincoln in the eye and although her expression didn't change, Lincoln had enough experience with people like that to tell how they were really feeling.

Meanwhile the other ponies could only look to each other and chuckle nervously.

* * *

A little later, everypony was enjoying the picnic either by enjoying a sandwich, munching on a salad or enjoying one of the muffins Applejack brought. Speaking of which, Applejack watched as Maud took a bit of her sandwich before setting it down and pushing Bolder to it so he could…eat.

"Maud? Would ya care to try one of Granny Smiths famous apple spice muffins?" The orange pony offered as she pushed the basket towards Maud.

Maud tilted her head towards the basket and sniffed, only she didn't sniff a muffin. She sniffed the rock that used to be on Rarity's hat that was still in the basket. Maud then opened up her mouth around the rock instead of a muffin.

"Oh, uh, ha, that's not-" Applejack was saying but was interrupted by Maud biting into the rock and started eating said rock.

Everypony watched slightly as Maud simply crunched down on the stone with Lincoln looking towards the audience and saying. "Guess everyone has their different taste."

After Maud took a few more bites, she turned to Applejack and said. "It's crunchy." Before swallowing the rock pieces.

Pinkie then reached into the basket herself and bit into one of the muffins and said happily with a full mouth. "Maud's right. They are crunchy!" Pinkie then licked all the crumbs off her muzzle and let out a "Yum!"

"So, uh, Pinkie Pie tells us you like games." Rainbow Dash said, trying to get rid of the awkwardness that just occurred.

Maud then answered as she pointed a hoof towards Boulder. "Boulder and I sometimes play a game called camouflage. It's kind of like hide-and-seek, but waaaay more intense." The Earth Pony explained with the exact some tone she's been talking with this whole time.

Everypony looked at Maud awkwardly as Rainbow said in a tone that matched most pony's expression. "Awesome…"

A little later, everypony was playing 'Camouflage' and were looking for Boulder the rock…in a small field filled with other rocks. Everypony was lifting up various rocks trying to find the specific rock, but no pony was having any luck.,

"Alright, there's finding a needle in a haystack, and then there's find a rock in a pile of rocks." Lincoln said as he lifted up two rocks trying to find Boulder.

"I truly wish I had spent more time with Boulder, because I'm having a very hard time remembering what he looks like." Fluttershy said as she tossed aside a rock.

"How are we gonna find that little varmit in all this?" Applejack asked in an annoyed tone as she kicked aside a rock.

"I don't know darling; how can one tell one rock from another?" Rarity asked as she walked up to her marefriend as another rock fell off her hat.

"Rarity, ah love ya, but please don't make this any harder." Applejack said with an unamused tone while pointing to the rock Rarity once had on her hat.

Rarity then groaned as she said. "That's it. I give up!" The fashionista yelled in irritation. "This is impossible."

"It'll hurt Maud's feeling if we all stop playing." Twilight pointed out before smiling and gesturing towards a certain pink Pony. "Besides, look how much fun Pinkie Pie is having."

Everypony watched as Pinkie Pie happily showed Maud various rocks and asking, "Is this him!" Every time, all with a happy expression on her face.

"Just a little longer, ok?" Twilight asked everypony as they all groaned 'All right.'

Meanwhile, Lincoln scratched his chin in thought as an idea came to him. '_Hold on, if Boulder is with Maud most the time, then that rock probably has her scent on him.' _With his plan decided on, Lincoln activated the Ultimatrix and found the alien he was looking for before slamming it down.

Everypony noticed the emerald flash and looked as Lincoln started to transform. "Ooooh! Watch this Maud! It's gonne be awesome!" Pinkie told her sister as Maud looked at where the flashing occurred.

When the flash died down, it showed a dog-like creature covered in white fur. This creature had no eyes, ears, nose, or even a tail. It had sharp defined teeth and sharp claws as well as three gill-like nostrils that were high lighted pink on each side of its neck.

The creature Lincoln turned into let out a roar when. "_WILDMUTT!" _…Pinkie Pie called out. Everypony, other then Maud, looked to Pinkie with a confused looked as the party said. "What? He can't talk in this form. Somepony has to do it!"

Wildmutt looked to Pinkie and simply grunted as his gills started rapidly opening and closing, sniffing the area for Boulder.

Meanwhile Maud looked over and examined the Vulpamancer. If one looked _very_ closely, they could see that Maud's expression just _barley _changed to one of surprise. She watched as Wildmatt sniffed around the area before suddenly aiming his head towards her.

Wildmutt approached Maud and suddenly pushed his head against the area where Maud's pocket was…and Boulder fell out.

Everypony but Pinkie's jaws dropped when they realized…Boulder hid in Maud pocket. "Good job. You found him." Maud congratulated with her usual tone.

Wildmutt gave a smirk in victory as he slapped the Ultimatrix symbol on his chest and turning back to Lincoln. "And that's how you win at camouflage." Lincoln said as he stretched his once again bipedal body out.

"Wow! Way to go Lincoln!" Pinkie Pie cheered as everypony simply looked on with still dropped jaws.

"That rocks a total cheater." Rainbow Dash pointed as she crossed her hooves.

Maud then turned to Rainbow and said. "Don't hate the rock. Hate the game."

After that, the other Ponies had to leave due to their pet beings tired and wanting to go home and rest. This gave Pinkie the change to show Maud all the different kinds of Rock Candy she made for them all to make their rock candy necklaces with.

Once the Pie sisters left, the remaining members of the Mane 6 devised a plan to get to know Maud better by having one on one sessions with her. Everypony agreed, but Lincoln asked if he could tag along since he though Maud was pretty cool.

Everypony seriously could not get how Lincoln was handling being around Maud so well while everypony else has never felt more awkward about meeting a new pony. Maud was so…emotionless and didn't seem to react to anything yet Lincoln was able to interact with her no problem.

They agreed to have him tag along on their session, mainly so they could see why he interacted with Maud so well and hopefully emulate it.

* * *

The next day, it was Rarity turn to spend time with Maud so she, Maud, Pinkie and Lincoln were all at her Boutique with the white Unicorn showing off different fabrics she had. "Where shall we start? I've chosen a few fabrics I think would be stunning with-"

However, Rarity stopped talking when she saw Maud eyeing something away from all of Rarity's fabrics. "Choices, choices, choices." Pinkie Pie said as she bounced next to her sister.

"You know, all you ladies concern yourself with fashion. Yet why am I the only one hear that looks fabulous in anything." Lincoln said in a joking tone as he picked up a big purple sun hat with feathers in it and struck a pose.

Rarity gave Lincoln and deadpanned look while Pinkie started wildly giggling. Maud looked to Lincoln with her usual blank expression and said. "You look ridiculous."

"Hey, ridiculous just so happens to be in season." Lincoln said with the same playful tone.

Pinkie giggled again as she looked to Maud before saying. "Wow Maud, I don't think I ever seen you laugh so hard!" The pink pony pointed at.

Rarity looked to Maud and didn't see nor hear even a giggle from the Earth Pony as the Fashionista simply chuckled nervously and said. "Well I suppose it is quite humorous, hehe." The Unicorn laughed awkwardly before clearing her throat. "Well anyway, if you don't see anything that speaks to you, I would be happy to suggest-"

"I like this one." Maud interrupted while holding up…a rag.

Rarity then laughed in turn as she said. "Pinkie Pie didn't tell us you were so funny."

However, Maud simply blinked at Rarity and asked. "What do you mean?"

"Oh, well, it's just, I believe that is a dish towel." Rarity pointed out while using her magic to levitate the towel towards her.

Maud was silent as Pinkie gave a giant smile with Lincoln chiming in. "Who say's a dish towel can't be beautiful."

Rarity then said awkwardly. "But it does go very well with your complexion." The Unicorn told the Earth Pony. "I'm sure I could work my magic and turn it into something fabulous.

Pinkie then added in happily. "My sister and Rarity working together to design something amazing. This is the best day ever!" The party pony said while giving her sister a hug and pressing their cheeks together.

Rarity then came in levitating a bunch of dish towels with her magic. "Perhaps I could sew all these together and make you something you would like." The fashionista offered.

However, Maud simply took the towel she had originally and said. "No thanks. One is enough." The gray pony said as she put the dish towel on like a scarf.

"Doesn't Maud make the coolest scarves?" Pinkie Pie said excitedly as she eyed her sisters new…accessory.

"Work it girl!" Lincoln cheered as he leaned against the wall.

"Quite." Rarity managed to see with a small and awkward smile.

* * *

Later, it was now Fluttershy's turn with Maud as they, Pinkie Pie, and Lincoln were talking a nice stroll through the woods. Angel Bunny also decided to tag along as he followed behind Fluttershy. Pinkie had fun bouncing from bush to bush while Maud and Lincoln walked side to side following closely behind.

Just then a green hummingbird stopped in front of Fluttershy with the yellow Pegasus giving it a smile. "Hello there, Hummingway." Fluttershy greeted her animal friends. "I'm ever so happy to see you."

Just then Pinkie came up to them in a pink blur and eagerly asked. "What's he saying?"

"He says hello, and he's happy to see us." Fluttershy translated for the little hummingbird.

Pinkie watched with sparkles in her eye as the hummingway flew off and said. "I wish I could speak hummingbird."

Pinkie then bounced off while saying 'hum' over and over again. Fluttershy smiled at it and then turned back and saw Maud and Lincoln had stopped…to look at a rock.

However, Fluttershy walked up to them thinking they were looking at a spider that was crawling on the rock. "These spiders only live in Ponyville, and even though they may look a teeny bit scary, they're actually really sweet and help keep other, and more dangerous insects away." Fluttershy explained as they watched the spider take out a small red flower and hand it to the three.

Maud turned to Fluttershy and bluntly said. "I was looking at the rock.

"Oh." Fluttershy said with an embarrassed blush.

Lincoln then smirked as an idea came to his head. "So Maud, just gonna take a shot in the dark here and guess you like rocks?"

"I don't like rocks." Maud said as she looked Lincoln in the eye. "I love rocks."

The mares then all watched as Lincoln reached for the Ultimatrix and activated it and started scrolling through aliens. "Then you're gonna love this." Once Lincoln found what he was looking for, he slammed the Ultimatrix down and was covered in a green flash.

When the flash died down it showed Lincoln had turned into an alien made of a dark purple silicon material and having magenta crystal hands and having 6 magenta crystal shards on his back and 2 on his chest and one on the top of his head. He also had a single green eye and the Ultimatrix symbol on his chest.

"**Chromastone**!" The transformed Loud-boy called out while raising a fist in the air.

"Oooo! Pretty!" Pinkie Pie said as she suddenly appeared next to Maud.

"So, what do you think?" Chromastone asked as he put his crystal hands to his hips.

Maud took a minute to inspect every part of Chromastone's body before looking into the aliens single eye and saying. "You're the most beautiful think I've ever seen."

"Woah! I don't ever think I've seen you this happy before Maud!" Pinkie Pie commented as she looked at Maud's face with surprise and happiness.

Fluttershy looked to Maud and raised an eyebrow and saw that Maud's expression still didn't change one bit. Chromastone turned to Fluttershy and pointed to Maud and said. "Trust me. She's happy."

* * *

Now, Lincoln, Maud, and Pinkie were inside Twilight's library with the purple Alicorn grabbing a few books with her magic. "Maud is a total bookworm." Pinkie said as she rode around on the wheeled latter the library had. "She loves poetry."

'_Wow, she really is like Lucy.' _Lincoln thought as he leaned against the wall while noting even more things Maud had in common with his little sister.

"I've got lots of poetry. Do you read anything by Quill and Ink?" Twilight asked while holding a book of poetry in her magic that had the name she mentioned on it. She then levitated another book and asked. "Or Flourish Prose."

"I prefer to read my own poetry." Maud answered as she turned to Twilight.

Twilight put the books back and asked. "I'd love to hear some of it."

Maud then slowly walked up to Twilight and cleared her throat before she recited some of her mentioned poetry. "_Rock. You are a rock. Grey. You are grey. Like a rock. Which you are. Rock."_

When she was done, Pinkie came rolling by again with a smile on her face while Twilight…didn't know how to react. Lincoln didn't move from his position and simply listened to Maud's words. "I've written thousands." The Earth Pony told them.

"She's so prolific!" Pinkie stated as she came by again.

"This next one is about rocks." Maud said. "They're all about rocks."

Maud then recited more of her poetry. "_Rocks, these are my rocks. Sediments. Make me sentimental. Smooth and round. Asleep in the ground. Shades of brown. And gray."_

* * *

Later, the group of Lincoln, Maud, Pinkie were now at Sweetapple acres inside of Applejacks house as Pinkie gathered apple's while Applejack was at the stove stirring something in a pot. Meanwhile Lincoln and Maud were working together peeling apples as Applejack turned to them and asked. "You two bout done peeling apples for the cider?"

"I got a few." Lincoln answered and gesturing his head to a small pile of peeled apples.

"I think this one is done." Maud answered as Applejack and Lincoln looked to see that instead of using a peeler, Maud smashed an apple with a rock.

Applejack flinched at the sight while Lincoln remained calm and put a hand to Maud's shoulder and said. "Maud, I think you're cool and all. But you can't solve every problem with rocks. Little kids have accepted it, rebellious teens have accepted it. It's time you accept it to."

Maud didn't say anything and simply looked at the rock she used to smash the apple. Lincoln then turned to AJ and said. "I think we've peeled enough apples."

Applejack laughed nervously as she backed up from Maud and said. "Y-yeah. Ah'm sure it's good and ready now."

Just then Pinkie suddenly appeared on the shelf above the stove and sniffed the cider and eagerly asked. "Can we taste it now?"

"Sure, why not?" Applejack said with a smile and she got out a few mugs and used a ladle to pour the cider into each mug.

Pinkie quickly took the mug in her mouth and chug the cider down in second. Lincoln quickly took his mug and took a swing from it and sighed in delight. If there was one thing he's come to absolutely love from this world, it was all the stuff the Apple family made. "Aaaaah," Lincoln let out in delight over the beverage as he lifted his mug in the air. "To apple cider. The cause of, and solution to, all of life's problems."

Applejack shook her head and chuckled at Lincoln's words, Applejack turned to Maud and asked. "What do you think Maud?'

Maud looked down at her drink before taking a sip and answering. "It tastes like apples."

"Told ya she was super honest!" Pinkie Pie said as she quickly wrapped a hoof around the farm pony. "Just like you!"

"We're, practically twins. Heh." Applejack said slowly and awkwardly.

* * *

Later, the group was now with Rainbow Dash over by a small lake. They were playing a game called chuck the boulder which involved throwing a heavy rock as far as you can. Rainbow was able to throw one across the small lake they were in front of.

"Yeah!" Rainbow Dashed cheered as she turned to Maud. "Let's see you beat that." The Pegasus challenged.

But immediately, she was forced to dodge a boulder Maud quickly chucked. Everyone watched as the boulder went into the distance before finally landing far away with a big smoke cloud being created and a shockwave that reached all the way to the groups location making the small lakes get a wave of water that splashed down on everypony.

Pinkie quickly emerged from the water on a log and cheered as Rainbow Dash's emerged after and turned to a wet Maud and asked. "Woah! How'd you do that?"

"I threw it." Maud answered simply.

Rainbow was a little annoyed at the response and responded with. "I guess you won this one, Maud."

"I'm not really into _winning_." Maud told the Pegasus, making Rainbow Dash's jaw drop.

"Well I gotta admit that was really awesome Maud." Lincoln complimented as he to was soaked. "Now let's try off." The Loud Boy then activated the Ultimatrix and quickly found the alien he was looking for and transformed into…

"**Heatblast**!" The Pyronite called out as he walked a safe distance to Maud and started to help dry her off. "What do you think of Heatblast Maud."

Maud looked at all the rocks covering Heatblast as she walked a little closer to him to dry off better and said. "He's hot."

"Heh heh, that's what all the ladies say." Heatblast joked before looking to where Maud threw the boulder. "Although I hope that didn't hit anything important."

"I'm sure it's fine." Maud said bluntly as Heatblast simply shrugged.

* * *

**_THE FARMERS MARKET_**

At a farmer's market, many ponies had stands set up selling their own freshly grown fruits, veggie's, and even flowers.

And currently, one stallion with light brown fur, dark brown mane and tail with a cabbage as his cutie mark was pulling a cart full of cabbages. Just then he hit a small pebble on the ground that caused his cart to bump up a tiny bit and for one of the cabbages to roll out.

The stallion quickly noticed this and went after the runaway cabbage. He quickly caught it and sighed in relief when he saw it was unharmed and-

_BOOM!_

Suddenly, a boulder came falling out of the sky and caused a huge dust cloud to appear in the area that pushed the cabbage stallion back. When the dust eventually cleared, everypony in the farmers market looked to see the stallion's cart and cabbages completely crushed by the boulder.

When the stallion himself saw this, he fell to his hind-legs knees and yelled out. "No my cabbages!"

* * *

Back at Ponyville, Twilight, Applejack, Rarity, Fluttershy, Rainbow Dash, and Lincoln all arrived at the Sugar Cube Corner. When they got there, the door quickly opened with Pinkie stepping out and saying, "Great! You're all here. Maud is off looking for rocks, so this is the perfect time for us to set up everything we'll need to make our best-friend rock candy necklaces." Pinkie said excitedly.

Everypony looked at each other nervously, with the exception of Lincoln who stepped forward and smiled. "I'm down for that. Maud's actually really freaking cool."

"The coolest!" Pinkie Pie quickly agreed as she turned to everypony else. "So, are you girls ready?"

However, Pinkie watched as her pony friends all had unsure looks on their faces as they averted their gazes from their pink friend. "What's wrong?" Pinkie asked with a bit of worry.

Everypony was silent, not knowing what to say to Pinkie until Applejack nudged Twilight forward. "Well…" Twilight began slowly. "I'm not sure it's the best time to make best-friend rock candy necklaces."

"Not not?" Pinkie asked while tilting her head.

It was then that Rarity decided to speak up. "Well, you see…" However, that was all she could say before backing up and letting Fluttershy talk.

"You're ever so thoughtful to share your special bonding ritual with us, but…" Fluttershy tried to say but struggled to find the words after that.

"But what?" Pinkie Pie said, eagerly awaiting a response.

Applejack then sighed as, being the element of Honesty, decided to just tell the truth. "The truth is, we've been trying real hard to get closer to Maud, but, well, maybe some ponies don't click the way others do." The farm pony said with the rest of the mares around her nodding in agreement.

"The only one here that's had luck with her is Lincoln somehow." Rainbow Dash stated while pointing a hoof towards Lincoln.

Lincoln simply shrugged and stated. "I just have experience interacting with people like that." The Loud boy stated as living with Lucy his whole life meant he knew actually how to interact with mentioned people/ponies like Maud.

Applejack then spoke up again. "We just wouldn't feel right making something that means we're best friends if, well, we aren't."

When Applejack said this, Pinkie's mane started deflating like a balloon as her face strained a bit in sadness as she said. "Oh. Ok. If anypony needs me, I'll be in here trying to figure out what to do with 200 pounds of rock candy." The pink pony said in a depressed tone before closing the door.

Everypony then looked down in sadness at their friend's reaction before Lincoln sighed and said. "Well…that could have gone better."

"She looked really upset." Fluttershy said quietly.

"I just don't get it darling." Rarity said to Lincoln. "How did you socialize with her so well? It's impossible to tell what that mare thinks of anything."

"Actually, it's not." Lincoln told everypony as they all looked at him with a raised eyebrow. "Girl's like Maud just express themselves differently then most. You just gotta noticed those settle differences. It isn't easy but people like that are really interesting if you get to know them properly. Maud's a lot like my younger sister Lucy. She hardly shows her emotions but behind that seemingly blank face is a heart of gold."

Everypony then watched as Lincoln started to walk away as he turned to them again and said. "Just give it some thought. In the meantime, I think I'm gonna go hang out with Maud."

* * *

A little while later, Lincoln and Maud were hanging out together in the forest with a bunch of rocks surrounding them. Right now, the two were simply sitting together in the center of all the rocks and have been simply talking.

Lincoln also got the change to show Maud a few more transformation's he knew the Earth Pony would like such as Diamondhead and even Gravattack. Both of which Maud was incredibly ecstatic at seeing…in her own way of course.

"Cool." Maud said in response to what Lincoln told her.

"Yeah I thought so to." The white head responded as he just finished telling Maud a bit about Diamondheads spieces.

Just then a familiar bouncing sound got their attention and they looked to see Pinkie bouncing towards them with a wide smile on her face. "Well, looks like someone's happy again." Lincoln commented as Pinkie stopped in front of them.

"Come on! You two gotta see this! I just came with the bestest plan to make Maud friends with everypony else!" Pinkie said quickly and excitedly as she started bouncing away again. Lincoln then looked to Maud with a raised eyebrow and asked. "Should I be worried."

"Probably." Maud said bluntly before they started following the party pony.

* * *

Later, Lincoln and Maud were now met up with the rest of the Mane 6 and Pinkie pointed everyone to an obstacle course she built that certainly was…creative to say the least. "I call it Pinky-Rainbow-Rari-Twi-Apple-Flutter-Maud fun time!" Pinkie told everypony excitedly with a big smile before turning to Lincoln. "Sorry Lincoln, but I thought since you were already such great friends with Maud I wouldn't need to make anything for you two."

"Uuuuuh, yeeeeah." Lincoln said slowly as he eyed every part of the obstacle course. "Pinkie, are you sure this is safe?"

"Whaaaat?! Pfft! Of course, it's safe!" Pinkie reassured him as she suddenly appeared behind everypony. "I made this with everypony's interest in mind to make into one giant activity that we can all enjoy together and that will totally bring all my bestest friends together as bestestest friends!"

Pinkie then quickly sped in front of a few pony manikins she set up that all had various hates and knee pads on them. "You'll need these." Pinkie said before putting on one that just consisted of a bunch of scuba gear. "Here! I'll you!"

They all watched as Pinkie started crawling into the obstical course that started with a tunnel of Applesauce. "Applesauce tunnel for Applejack." Pinkie then dived into a small pit full of sparkly fabrics. "Pretty, shiny stuff for Rarity." Pinkie then ran over to and dived into a pile of books. "Reading material for Twilight." Pinkie was then suddenly playing poker with various animals. "Critter time for Fluttershy." Pinkie was then in an air dome that had cupcakes floating around in it. "Cupcakes for yours truly." She then exited it and said. "And it's a race for Rainbow Dash!"

However, the last piece of the course that freaked everypony out. "Pinkie, what's that?!" Twilight yelled as she pointed to a giant pile of rocks with the top having a big boulder on it that didn't exactly looked stable.

"A rockslide, of course." Pinkie answered as she turned to everypony. "For Maud."

Maud looked up at the rockslide before Pinkie said. "You climb up and then you slide down." They then watched as Pinkie started giggling and jumping up the rockslide, but as she was doing with a rock fell down a tiny bit and ended up trapping one of Pinkie Pie's hooves under it.

Pinkie then tried to free her hoof, put her struggling caused the rockslide to start shaking and the giant rock on the very top to start wobbling around. Everypony gasped as Lincoln quickly started to run up to his and get the Ultimatrix ready. "Come on, where's Humungousaur?" Lincoln said as he scrolled through aliens as fast as possible.

Just then the giant rock finally came tumbling down leading to Pinkie calling for help. As Lincoln was still trying to find Humungousaur, suddenly a grey blur sped past him as he looked to see none other than Maud who leapt up the rockslide and quickly reached the giant boulder.

Just then everypony watched as Maud started to rapidly punch the rock at quick speeds easily breaking it down like a living jackhammer. Everpony saw in amazement as Maud reduced the boulder to pebbles before breaking the rock that was trapping Pinkie.

"…Holy shit." Lincoln said in shock at what he just saw. "That pony's dynamite."

The two sisters then quickly got off the rockslide as everypony else approached them. When they were off, they watched as, for the first time since meeting her, Mauds blank face finally broke as she hugged her sister and looked at her with a worried expression and spoke in an equally worried tone. "Pinkie Pie, what were you thinking?"

Pinkie then frowned and adverted her gaze and said. "I guess I wasn't." Pinkie said as she lowered her head.

Maud then lifted a hoof to Pinkie's chin and lifted her head up to look at her. "I know how important it is to you that your friends become my friends. But I just don't think that's going to happen. Other then Lincoln I don't think I can connect well to them. I think it would be best if I just go back to the rock farm and spend the rest of the week there."

Pinkie's mouth gaped a little in sadness as Maud walked up to everypony else and said. "It was nice to meet all of you. It makes me happy know Pinkie Pie has such good friends. And Lincoln, it was nice getting to know you. I hope we can hang out again sometime."

"Yeah. Me to Maud." Lincoln responded simply. Maud gave him a nod before she started walking off.

"But…we never even got to make our rock candy necklaces…" Pinkie muttered sadly as she watched her sister walk off. Everypony then all watched as Pinkie followed after Maud saying "I'll come with you."

Everypony watched as the two Pie sister's disappeared from view with Twilight saying. "I can't believe Maud cut her trip short." The Alicorn said sadly.

"I can't believe we nearly lost Pinkie Pie to that ridiculous obstacle course." Rarity commented as she couldn't believe she almost witness her pink friend being crushed.

"Thank goodness Maud was able to reach her in time." Fluttershy said in relief.

"Did you see how fast Maud moved?" Rainbow Dash added in as she couldn't help but be impressed by the Earth Pony's speed.

"Don't forget how she crushed that rock into dust." Lincoln added in, also feeling impressed. "I mean it would take one of my stronger aliens like Four-Arms to do that, that fast." Lincoln then looked up at the sky and smiled. "Just shows are much she cares for her sister if she'll do that for her in a heartbeat."

Just then twilight realized something from Lincoln's words and said. "That's it! I think I finally realized what we all have in common with Maud." The Alicorn told everypony as they all looked to her. "Something that might just be worthy of a very important, super-duper special tradition that only the closest and bestest of friends can share."

* * *

Several hours later, Pinkie and Maud were walking together to the Pie family rock farm…which is exactly as dull as it sounded as clouds covered the whole sky letting now sunshine in, rocks all over the place, as well as a few dead trees.

Pinkie had her head down in sadness as they were walking, but suddenly Maud stopped her. Pinkie looked to her older sis and pointed her hoof forward. Pinkie look forward and gasped a bit in surprise when she saw the rest of the Mane 6 and Lincoln there in front of them with big bags of rock candy.

"What are all of you doing here?" Pinkie asked with confusion as they all stepped forward to the sisters.

"Pinkie Pie, we're so sorry we hurt your feelings by not bonding with Maud right away." Twilight apologized as she faced the two sisters. "And Maud, we're sorry that your felt the only way to spare Pinkie Pie's feeling was to leave Ponyville early."

Everypony nodded at Twilight's words as they gave an apology as well. And then Applejack spoke up. "We've seen how much you care about Pinkie Pie, first hoof."

"Pinkie Pie's happiness means as much to us as it does to you, and we're sorry we couldn't see it sooner. The thing that makes us click and creates a special bond between us is how we ALL love Pinkie Pie." Twilight said as all her friends stepped forward with Pinkie Pie smiling happily at her friends.

"Aw, shucks." Pinkie Pie said as her eyes lightly sparkled.

"There's no great thing to have in common then your love for others." Lincoln added in as he threw a bag of rock candy over his shoulder.

"Well, what do you think Maud?" Twilight as the Earth Pony.

Maud took a second to look at everypony before simply saying. "Sure."

Hearing Maud's rather unenthusiastic response made most of the ponies in the group look down, thinking nothings changed. "What's wrong?" Pinkie asked with concern.

"Sorry, darling, I think we all just thought she'd be a bit more excited about this." Rarity pointed out while everypony nodded in confirmation.

But then suddenly Lincoln started to lightly chuckle causing everypony to look at him. "Guys, remember when I said earlier how everyone has their way of expressing their emotions?" He asked getting nods from the Mane 6 other then Pinkie. "Well, I think it's best you let them explain."

Pinkie then excitedly pointed out, "Girls, I don't think I've seen Maud this excited in my entire life!" Pinkie said happily as she started to do a happy dance.

"I don't know if you've noticed but I don't show my enthusiasm for things quite in the same way my sister does." Maud explained as Pinkie started doing cartwheels behind her.

"Uh, we noticed." Rainbow Dash said as everypony smiled at her. "And we're totally cool with it." The Pegasus stated as everypony cheered in agreement.

A little while later, everypony was seeing Maud off at the train station and all giving her a rock candy necklace they made. Each one showed a bit of each pony's personality as Applejack had a candy in the shape of an apple, Rainbow Dash had a candy in the shape of her cutie mark, Rarity's resembling jewelry, and even Lincoln giving her one with a candy in the shape of the hourglass symbol on the Ultimatrix.

Pinkie and Maud then did their exchange with Pinkie giving Maud a necklace and Maud giving Pinkie a necklace she made.

Pinkie quickly got to licking and chewing on the candy, everypony watched as Maud took a box out of her saddle bag, and when she opened it, they saw it was filled with Rock Candy necklaces. Twilight watched as Maud put the necklace Pinkie made her in the box and asked. "Are those all the necklaces Pinkie Pie sent you?" Maud gave a 'Hm-hm' in confirmation as she closed the box and put it away. "You haven't eaten any of them?"

"I don't really like candy." Maud said before looking to her sister and, for the first time since they've met her, gave a small smile. "But I do love Pinkie Pie."

Twilight and Lincoln smiled as they and Maud watched as Pinkie happily ate the candy off her necklace with Lincoln saying. "You're a good sister Maud."

"Thanks Lincoln." Maud said to the human.

* * *

_**Maud is honestly one of my favorite characters. I just love her so much and I hope to do more with her in this fic. Remember to fav, follow, and leave a review and read the next couple of chapters.**_


	6. Lincoln and the Crusaders

_**Alright and finally getting to the Cutie Mark Crusaders! Hope you all enjoy!**_

* * *

Celestia's sun shone down on Equestria brightly as birds chirped and flew through the sky with the Pegasus ponies. Currently in the forest, there was a steep incline that lead to a cliff with the bottom showing a field of trees as well as a small pond in front of the cliff.

And currently on the inclined, three fillies were walking up with hang gliders strapped to their back. The first filly was an Earth Pony with a light-yellow fur coat and a red mane and tail with a big bow in her mane and orange eyes.

The second was a Unicorn with a light gray fur coat, dullish green eyes, and a mane and tail that were mainly a darkish purple color with grayish pink streaks.

The last of the fillies was a Pegasus with rather small wings. She had orange fur and feathers and a purple mane, tail, and eyes.

One thing these ponies had in common was that they all had no cutie marks on their flanks.

As they were walking, the Pegasus currently had an excited expression on her face as the other two looked rather nervous and unsure of the events they had planned. "Uh, _Scootaloo_." The Earth Pony said in a country accent very similar to Applejack. "Are you sure about this?"

The Pegasus, now known as Scootaloo, looked back at the two ponies behind her and asked. "Come on _Applebloom_, don't tell me you and _Sweetie Belle_ are backing out?" She asked with a little disappointment and sadness in her voice.

"Well, no, but…" The Unicorn known as Sweetie Belle said as she chewed her lip a bit. "Couldn't we start somewhere a little…lower to the ground?"

"We are pretty high up." Applebloom pointed out as everypony looked down at the hill they were climbing and couldn't help but notice how…high up they were.

How, Scootaloo simply gave a 'Pfft' as she told her friends. "Come on everypony! We're the _Cutie Mark Crusaders_. We can't simply settle for _second _best. It's like my role model Rainbow Dash says, 'The higher you fly the higher you'll go!"

"When has Rainbow Dash ever said that?" Applebloom asked as she and Sweetie Belle gave their orange friend a deadpanned look.

"Not important!" Scootaloo said as she faced forward with a confident expression and pointed towards the top of the hill. "The point is she did say it. Now come on, we got some Hang-gliding Cutie Marks to earn!"

Applebloom and Sweetie Belle watched as their friend started running to the top of the hill. The two fillies looked down again at the bottom of the hill and made an audible gulp before reluctantly following the Pegasus up.

Once they were up at the top, Scootaloo stepped close to the edge and rose her head confidently and let the wind bow her mane and tail back. Meanwhile, Sweetie Belle and Applebloom poked their heads slowly forward and looked right down the cliff. Their eyes widened like dinner plates when they saw the long drop and quickly started backing up. "U-u-uh, S-Scootaloo. Ah take it back, ah am unsure about this." Applebloom said fearfully as she and the Unicorn started to back away from the edge.

"Y-y-yeah. Me to." Sweetie Belle quickly agreed as she backed up alongside the Earth Pony. "Isn't there something _safer _we can get our Cutie Marks in? Like knitting, or tap dancing?"

But right as they were backing up, Scootaloo suddenly appeared behind them and stopped them from backing away and causing them to flinch. "Come on Crusaders, you two promised it was _my _turn to pick what we do? We did Sweetie Belle's painting, and Applebloom's bug collecting, now it's my turn. Come on girl's _pleeeeeeeeeease_."

At this point, Scootaloo brought out her puppy dog eyes on her friends and proceeded to add to it with a cute pout. Applebloom and Sweetie Belle looked at each other before ultimately sighing and said. "Alright."

"Sweet!" Scootaloo cheered as she instantly perked up and started pushing her friends forward a bit. The Unicorn and Earth Pony gulped again as they stood lined up together. Scootaloo got into a running position as Applebloom and Sweetie Belle did so as well but a little more reluctantly with scared looks on their faces.

"Cutie Mark Crusader Hang Gliders...GO!" Scootaloo yelled as she and her friends started running towards the edge of the cliff at full speed. While Scootaloo looked forward with a confident and excited expression, Sweetie and Applebloom looked scared for their lives.

Which they were as Sweetie Belle said to Applebloom. "If I die, make sure Rarity gets all my arts and crafts projects!"

"Almost there!" Scootaloo yelled as they approached the edge of the cliff. "And...JUMP!" With that, Scootaloo and her fellow Crusaders jumped as high as they could of the cliffs.

"WOOHOOOOOO!" Scootaloo cheered as the wind blew against her muzzle.

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHH!" Applebloom and Sweetie Belle scream at an insanely high pitch as they feared they would start plummeting to their deaths. They clenched their eyes shut, thinking they were about to experience the feeling of high speed free falling...but didn't.

"Woohoo! Look! We're doing it!" They heard Scootaloo's voice yell out to them. Applebloom and Sweetie Belle carefully opened their eyes and saw...they were gliding through the air

"Woooooah." Sweetie Belle softly gasped as she looked around while gliding through the air before she started to laugh happily.

"This is amazin!" Applebloom cheered as she looked down and couldn't help but admire the passing view of the forest below them.

"I told you so!" Scootaloo bragged, but her friends didn't really care as they simply enjoyed the experience of being in the sky. It may not be flying, but it was the next best thing.

For the next few moments they simply hang glided in peace and silence, not bothering to check their flanks until they landed. But just then they saw a couple of figures in the distance getting closer and closer to them. "Hey, ya'll see that?" Applebloom asked as she narrowed her eyes to see better.

"Yeah, it kinda looks like…" Sweetie Belle was saying as they got closer to the things in the distance until Scootaloo yelled.

"BIRDS!" The orange Pegasus yelled as they saw a small flock of birds flying closer and closer to them.

Eventually the birds saw them as well and panicked themselves but both parties were unable to dodge in time as they suddenly crash right into each other. While the birds were able to recover due to their natural flying ability, the Crusader's don't have that. The crash ended up damaging their hang gliders and cause them to start falling to the ground.

"AAAAAAAAAAAAHHH!" Sweetie Belle screamed as the ground got closer and closer.

"SOMEONE HELP US!" Applebloom begged as she sealed her eyes shut.

Scootaloo did her best to flap her tiny wigs to get some flight with them, but she no matter how much she flapped them, the tiny orange wings didn't even slow down her fall as she started screaming as well.

Just then an emerald flash could be seen from the forest they were about to fall into when-

"Crashhopper!" Suddenly a orangish-brown blur jumped high from the forest and the Crusader's found themselves being caught in midair before the figure that caught them started falling.

They screamed again as the ground once again started to get closer and this time at a faster rate. When it got really close, they all clenched their eyes short and feared for the worst. But then when they landed, still in the figures arms, they landed with a thud on the ground.

They all reluctantly opened their eyes and saw that they were still alive and safely on the ground as the figure set them down. Applebloom quickly started kissing the dirt and she said. "Oh Earth, precious Earth, I'll never leave ya again!" She said in relief.

"Me neither!" Sweetie Belle quickly said as she hugged a rock.

Scootaloo groaned as she rubbed her head, but then gasped when she looked at what exactly saved them. "Woah…" The Pegasus muttered as she looked up at the figure. It appeared to be a mix of a grasshopper and praying mantis. He had a light orangish-brown exoskeleton with green eyes. He wore orange overalls with three black stripes with non-other then the Ultimatrix symbol on his lower abdomen. This was one of Lincoln's transformations Crashhopper.

"Phew, that was a close one." Crashhopper said with relief. "Are you girls ok?"

Applebloom quickly stood up and rushed up to Lincoln and gave the transforming boy a smile and said. "Sure are! Thank a bunch Lincoln!" The small Earth Pony said happily. She was the first of the Crusaders to meet Lincoln due to him helping out at her family's farm every now and then. Sweetie Belle met him not to long after while Rarity was making him some clothes. And Scootaloo saw him from time to time while riding around Ponyville on her scooter.

"You saved our lives!" Sweetie Belle said as she clung to his grasshopper-like leg.

Crashhopper chuckled a bit at the small unicorns affection and looked down at all 3 fillies. "So why were all hang gliding in the first place?"

"I think the better question is, how did you know we were hang gliding?" Scootaloo asked with a raised eyebrow. Scootaloo told her friends to keep this a secret, so how was it that Lincoln was here to save them right when they needed.

"Applejack saw Applebloom leaving with a hang glider and asked me to keep an eye on you three." Crashhopper answered simply.

"Applebloom!" Scootaloo called out as she lightly glared at her Earth Pony friend.

Applebloom sheepishly chuckled and said. "Guess Ah'm not getting a Cutie Mark in stealth." Applebloom tried to joke as Scootaloo gave an unamused look.

Just then Sweetie Belle let go of Crashhoppers leg and gasped. "Our Cutie Marks! We almost forgot! Let's see if we got them!" All the Crusaders eagerly looked to their flanks for signs of a hang gliding Cutie Mark...but groaned in disappointment when they saw their still blank flanks.

"Dang it! Still no Cutie Marks." Applebloom groaned as she and the Crusader's looked down and sighed.

"Still no luck huh?" Crashhopper asked while scratching his forward.

"Uuuugh, at this point I'm starting to think we'll never get out Cutie Marks." Scootaloo groaned and yet another failed attempt to gain their Cutie Marks.

"Hey come on, don't say that. No one just _finds _their special talents just like that." Crashhopper explained to them while snapping his claws for emphasize. "I mean look at me, it literally took something crashing from space for me to find out what I do best."

"That doesn't make us feel any better." Sweetie Belle said as she and the other Crusader's gave Crashhopper a deadpanned look.

"Yeeeeah, that sounded better in my head." Crashhopper admitted sheepishly. "Come on, let's head to the Sugarcube corner. That should cheer all of up, right?"

The Crusader's looked to each other before shrugging and muttering in agreement.

* * *

The Crusader's and Lincoln were now seen sitting at one of the tables at the Sugarcube corner waiting for their order. Just then Pinkie Pie come up to then holding a try in her mouth and set it down on their table and gave them her usually happy smile. "There ya go everypony! One strawberry milkshake, one chocolate, and two vanilla!"

"Thanks Pinkie." Lincoln said as he reached for one of the vanilla milkshakes.

"Thanks…" The Crusader's said in a sad tone as Sweetie took the strawberry, Applebloom took the other vanilla, and Scootaloo took the chocolate.

"Hey, what's with the sad faces?" Pinkie Pie asked asked as she suddenly made a big sad face. "You should take that frown and turn it right upside down!" Pinkie then literally did that by somehow twisting her head completely upside down and making it look like she was brightly smiling.

At this point, Lincoln's just stopped questioning the antics of Pinkie Pie. His pony friends say it best. It's just Pinkie Pie being Pinkie Pie. Not to different from a good friend he had back home really. "It's fine Pinkie, they're just a little upset right now."

"Ooooh, another failed Cutie Mark attempt?" Pinkie guess as her head spun back to normal positioning. The Crusaders simply sighed and nodded their heads in confirmation to Pinkie's guess. "Aaaaw, come girls! Keep your chin high and don't give up! No one just finds their cutie mark over night, well unless somepony did get their cutie mark at night but you get the point."

"Uh, yeah. Thanks Pinkie." Applebloom said with a small chuckles. That pink pony just had a way of making anypony smile no matter what. She was the element of laughter after all so it made sense...well, as much sense as Pinkie Pie could make anyway.

"Thanks again Pinks," Lincoln said while holding up his milkshake. "I'll see ya later."

"Okie doki loki!" Pinkie Pie said as she went to go tend to other customers.

After taking a drink of her milkshake, Scootaloo sighed and leaned back in her seat and said. "Guess hang gliding Cutie Marks are a bust huh?"

At hearing this, Lincoln turned to Scootaloo and rose an eyebrow. "Hey scoot's, I've been meaning to ask you this but why were _you _specifically hang gliding?" Lincoln asked with confusion evident in his voice. "Wouldn't that be kinda pointless for Pegasus since they can fly?"

Scootaloo quickly stopped drinking from her shake and froze for a bit. Her eyes wandered to her back where her tiny wings were. Sweetie and Applebloom shot Scootaloo a concerned look as Scootaloo quickly spoke up. "I-I'm a l-late bloomer when it comes to f-flying alright! I'm still waiting for my wings to grow!" Scootaloo said in a bit more of a defensive tone then she intended.

"Ok, ok, I'm sorry. Didn't mean to upset." Lincoln while raising his hands in surrender. He knew there was something more to it, but it was obviously a sore subject so he would drop it again. Suddenly a beeping sound was heard that seemed to source from Lincoln. The white head rolled up his sleeve and saw the Ultimatrix beeping green.

"What's goin on with that watch of yours?" Applebloom asked as the Crusader's all turned to Lincoln as he twisted the dial and lightly hit the alien device.

"I don't know, this thing just does weird things from time to time." Lincoln said as he's experienced more than his fair share of glitches, screw ups, and universe destroying self destruct modes from this device and the previous one he had known as the Omnitrix. Finally after a minute of messing around with the gauntlet the beeping stopped. "Sorry about that."

"It's ok." Sweetie Belle said as she took a drink from her milkshake and hummed in delight at the taste before sighing and saying. "You know, you were right Lincoln. I do feel a little better now."

"See, what I'd tell ya." Lincoln said with a smile after drinking a bit from his. "When life gets you down, you just got show it your tougher and don't give up."

"Yeah!" All three Crusader's cheered as they stood up on their chairs.

"We can't go bellyaching over one failed attempt!" Applebloom said confidently.

"Our special talents are still waiting to be discovered!" Sweetie Belle added in with an equally confident tone.

"And why is that?" Scootaloo asked her fellow Crusaders.

"BECAUSE WE'RE THE CUTIE MARK CRUSADERS!" All the fillies cheered in unison.

"Now that's the kind of confidence you need." Lincoln said with approval as he snapped his fingers. "Like I said, it's not something that's just gonna happen. Just keep trying, and trying and let your failures be the seeds to your success. Who knows, maybe your Cutie Marks will come from something completely unexpected."

"Yeah! They could be anything and look like anything!" Sweetie Belle said with excitement in her voice as a whole bunch of different kinds of marks appeared in her head. "And now it's my turn to decide what we try next."

"Alright!" Applebloom and Scootaloo said in unison. But just then Appleblooms eyes widened as she started to remember something.

And right as Sweetie Belle was about to take. "WAIT!" Applebloom quickly interrupted before Sweetie could speak up and made everypony look towards here. "We can't do that right now!"

"Aw, why not?" Sweetie Belle asked with a disappointed pout.

"Remember what tomorrow is?" Applebloom asked as the other two fillies tilted their head in confusion. Tomorrow? What was so special about tomorrow. The Unicorn and Pegasus put a hoof to their chin in thought as they tried to remember what was so special about tomorrow.

And then, it hit them.

"IT'S SHOW AND TELL AT SCHOOL!" The Unicorn and Pegasus shouted in unison as they remembered tomorrow would be when Miss Cheerilee would be holding a show and tell session at school tomorrow.

"We were so busy getting the hang gliders ready we forgot all about it." Scootaloo said as she faced hoofed.

"We can't show up with nothing! We'll be laughing stocks." Sweetie Belle pointed out as her friends nodded in agreement as they quickly drank up the rest of their milkshakes and gave a quick goodbye to Lincoln.

"Sorry to cut this short Lincoln but we gotta go!" Applebloom said quickly as she and her fellow Crusaders followed close behind.

"Alright, see ya!" Lincoln said as he waved goodbye.

* * *

"Come on everypony We gotta find something to show off for Show and Tell tomorrow!" Applebloom said as she and her fellow Cutie Mark Crusader's raced through Ponyville to find something interesting to show their class tomorrow.

"There's gotta be something cool around here to show off to everypony!" Scootaloo said as she looked around rapidly.

"Oh! What about that!" Sweetie Belle yelled as she pointed a hoof at something she saw. Applebloom and Scootaloo looked in the direction Sweetie was pointing at and saw a cart of a pony selling flower bouquets that matched Pony's manes and tails.

Scootaloo gave Sweetie a deadpanned look and said. "Everypony's seen flowers before Sweetie Belle. Like, everyday. Come on we gotta bring something awesome that'll drop everypony's jaws!" Scootaloo told her friends as they looked at each other.

"And uh, where are we gonna find that?" Applebloom asked as she scratched her head with her hoof.

"I...don't know." Scootaloo admitted as she lowered her head. But she quickly raised it as she shook her head. "But I'm sure we'll find it eventually if we keep looking! So let's stop just standing around!"

The Crusader's quickly got back to looking for anything cool to show off during their search. Scootaloo would point out things she thought looked cool, but Sweetie and Applebloom pointed out that it was either A. to big to fit though the doors, or B. probably stuff Miss Cheerilee wouldn't allow in the classroom…like the fire dancer pony they saw street preforming.

When Sweetie Belle pointed something out, Scootaloo would quickly dismiss it as 'not cool enough' or hardly anything special. Like things like clothing items or animals the Unicorn spotted.

So far, Applebloom hasn't pointed anything out. She's simply watched as her Unicorn and Pegasus friends tried to agree on something, only to ultimately fail and start the search all over again. As Sweetie Belle and Scootaloo got into a little argument, Applebloom decided to speak up. "Hey, why don't we head to Sweet Apple Acre's. Maybe there's somethin there!"

Sweetie and Scootaloo stopped their arguing and looked to Applebloom with Scootaloo rolling her eyes and saying. "What's gonna be over there? An Apple?"

Applebloom but on a bit of a hurt look at hearing the Pegasus say this and said. "Hey, there's no need to be so mean, I'm just sayin there's no harm in tryin."

"Yeah Scoots, who's so say there isn't something _cool_ enough at the Apple family farm." Sweetie Belle said as she glared at Scootaloo right in the eye. "Maybe you should be more considerate to other pony's choices!"

"Sweetie, the last thing you point out was a sheet of paper that was full of scratch and sniff stickers." Scootaloo said with a deadpanned voice.

"And what's wrong with that?" Sweetie Belle said defensively. "You didn't even give any of those stickers a sniff."

"Nice smelling stickers aren't gonna impress anypony at Show at Tell tomorrow." Scootaloo pointed out in an obvious tone.

Applebloom watched as, once again, the Unicorn and Pegasus started arguing. Applebloom simply watched and sighed as the two went at it again. So much for trying to defuse everything. Applebloom slowly gained an annoyed look as the two arguing in front of her started to argue a little louder. And then…

"AHAHAHAHAHAHA! Look at the arguing blank flanks!" Scootaloo and Sweetie Belle quickly stopped arguing and turned to the source of the voice they knew all to well. They looked to see two Earth Pony fillies coming up to and laughing at them. The first one was a gray pony with a lighter gray tail and main tied up with a purple band in a braid and purple eyes. She wore light blue trimmed glasses and a pearl necklace, and her Cutie Mark was a spoon with a pink heart at the end.

The second filly had a light magenta fur coat, a purple mane and tail with a white streak through it and blue eyes. Her cutie mark was a tiara and she had an identical looking tiara right on her head.

This was Silver Spoon and Diamond Tiara respectively. Ponies that often bullied the Cutie Mark Crusader's at every chance they got. "Well now, what are the little Blank Flanks arguing about this time?" Diamond Tiara asked in a mocking tone.

"Uh, nothing!" Applebloom quickly said.

"The weather!" Sweetie Belle said right after.

"Politics!" Scootaloo instantly said after that leading to the Earth Pony and Unicorn giving her a deadpanned expression.

Diamond and Silver simply gave them cocky scoffs as the latter spoke up. "Ya know, it seems to me like _somepony's _are in a rush to find something for the Show and Tell tomorrow." Silver Spoon pointed out as the Crusader's tensed up and adverted their gaze.

"Oh, now is that so?" Diamond Tiara said with in a snarky tone. "I figured the great _Cutie Mark Crusader's _would have something _amazing _to shot off to the class."

"Wh-Who says we don't!" Applebloom said defensively with her friends backing her up.

"Yeah! Besides Diamond Tiara, what exactly do _you _have to show off tomorrow?" Scootaloo asked with a raised brow and a semi-confident expression.

However, Diamond Tiara and Silver Spoon gave their own confident expression's as Diamond said. "Oh, you'll have to wait and see tomorrow. But it'll obviously be better than anything you three have to show."

"Yeah!" Silver Spoon added in.

"You wish!" Sweetie Belle suddenly snapped as she stepped forward. "In fact, we have one of the coolest things to show off!"

"Yeah! It's one of the most awesome things in all of Equestria!" Scootaloo added in as she walked next to Sweetie Belle.

"Uh, girls…" Applebloom said as she tried to persuade them not to continue saying any more.

"Is that say?" Diamond asked with a confident smirk.

"Yeah! In fact, it's so good, it's something that's completely unique!" Sweetie Belle added as Scootaloo nodded in agreement.

"Yeah, it's something no other pony in Equestria has seen before!" Scootaloo quickly followed up as Sweetie rapidly nodded.

"Uh, I think maybe you two should stop." Applebloom quietly and quickly said so the two would stop over hyping their potential showing tomorrow.

"Is that so?" Diamond Tiara said while rolling her eyes at Silver Spoon. "Well then we look forward to seeing it."

"See you girl's tomorrow." Silver Spoon said as she and Diamond started walking away laughing.

Once the two bullies disappeared from sight, Sweetie and Scootaloo broke their confident persona's and looked back to Applebloom in a bit of shame as the farm pony glared at them. "Ok, I know this might seem bad." Sweetie Belle said slowly.

"_Might_?" Applebloom said sarcastically.

* * *

Later, the Cutie Mark Crusader were seen mopping around in their club house trying to think of something to show off to their class tomorrow. "Now we can't just anything off, now we have to show something no ponies ever seen before because _someponies _couldn't keep their mouths shut." Applebloom said as she glared at her friends.

"Uuuugh, how many times do we have to say we're sorry." Scootaloo groaned as she laid down on her back in the middle of the room.

"When we find something we can bring in." Sweetie Belle answered for herself and Scootaloo with her voiced muffled by the beanbag she was laying belly down on with her face buried in it.

"If we don't, we'll be the laughin stocks of the school." Applebloom groaned out as she leaned down in the chair she was sitting in. "Tiara's probably told all our classmates by now."

"Come on girls think." Sweetie Belle said as she lifted her head from the bean bag. "There's got to be something we can show that matches what we said."

"But what are the odds of that?" Scootaloo asked as she sat up from the floor. "I mean, something that nopony in Equestria has never seen that is completely unique?"

The Crusader's all groaned as they laid or sat back down where they were. They really over hyped their showing for Show and Tell and they didn't even have something planned for it in the first place! They all simply sighed as they tried to think of something, anything, they could show off.

Applebloom looked towards the roof of the club house and entered deep thought. "Come on Bloom, think." Applebloom told herself as she closed her eyes. "Something unique…cool and awesome…that nopony in Equestria has seen."

Applebloom was completely silent for a few moments. Her mind was going on overdrive as she tried to think of anything that met that description.

…

Unique…

…

Cool…

…

Somethings nopony has seen before…

…

Appleblooms eyes shot open as she jumped out of her chair. "THAT'S IT!"

* * *

"You want me to what?" Lincoln asked as he and the Crusader's were currently in the middle of Twilight's library. Currently, the Crusader's were explaining their situation to Lincoln.

"We want you to be our presentation for Show and Tell tomorrow!" Applebloom explained again as she and her friends gave Lincoln big toothy smiles.

"Soooooo, what would I do exactly?" Lincoln asked as he would like a little more information on this before he agrees to anything.

"You would just have to tell everypony a little bit about yourself, show off a few of your alien transformations, and give everypony a show. It's simple!" Scootaloo explained as she gave an excited smile to Lincoln.

"You fit all out descriptions on what we need! Your cool! You're unique! And noponies ever seen anything like you or your transformations before!" Sweetie Belle listed as she stood up on her hind legs briefly to look up at Lincoln more.

"Girl's, I'm not so sure about this." Lincoln said with uncertainty in his voice. "I mean, I've been in your position before, wanting to do something to impress other people, especially bullies, but I don't really think this is the best solution."

The Crusader's all frowned as they looked down. "We know, and this is our fault honestly." Sweetie Belle admitted as her friends nodded.

"We did kinda forget about it and then proceeded to overhype it just a bit." Scootaloo admitted while rubbing her hoof against the wooden floor.

"We're not asking you to rub yourself in other pony's faces or anything, just come in and maybe tell everypony about yourself and just a small transformation." Applebloom explained quietly. "Just, so nopony laughs at us when she show up with nothing."

"Pleeeeeeeeeeeeease!" The Crusader's all said in unison as they looked up at Lincoln with big puppy dog eyes and pouts.

Lincoln held a straight face for a few moments, but not even he could look at those puppy dog eyes for long without breaking. His resolve slowly broke as he sighed and said. "Ok, ok, you win. I'll do it!"

"Yay! Thanks Lincoln!" The Crusader's said as they all hugged the Loud boy's legs tightly.

Lincoln sighed, but couldn't help but smile and pat one of the filly's heads. Honestly, he would have agreed even without the puppy dog eyes.

* * *

**_PONYVILLE SCHOOLHOUSE_**

"Thank you Diamond Tiara and Silver Spoon for your Show and Tell today." Miss Cheerilee, an earth pony with a dark cerise fur coat and a pink mane and tail and a light pink streak across them and light green eye with 3 smiling flowers as her cutie mark, said as Diamond Tiara and Silver Spoon just finished showing off some jewelry they brought from home and describing it in great detail.

Diamond Tiara and Silver Spoon bowed as the class clapped for them. "Thank you. Thank you everypony." Diamond Tiara said as she and her friend basked in the glory as they started to return to their seats.

As the two past the Crusader, who were the next and last to go up, they both said in unison in a cocky tone. "Good luck Crusader's."

The Crusader's gave Diamond and Silver a light glare as they stepped forward with their heads up high. When they were in front of the classroom and facing all their classmates, Cheerilee asked. "So girls, what have you three brought for Show and Tell today?"

The Crusader's looked to each other with smirks and then looked to their classmates and said. "Fellow classmates, today for Show and Tell we've brought you something truly unique today to show you all!" Sweetie Belle explained as most of the students 'Ooooooooed' in fascination.

"Something so cool and awesome, all your jaws will drop!" Scootaloo explained dramatically getting the classroom even more excited.

"And somethin that, until recently, no pony has ever seen before." Applebloom finished as all the class was smiling in anticipation for what the Crusader's brought today.

Meanwhile Diamond Tiara and Silver Spoon simply rolled their eyes and crossed their hooves.

"Well that sounds amazing girls." Cheerilee said with a smile. She then looked around the classroom and faced the girls with a confused expression. "Um, where is it?"

"Oh, he should be here any second now." Scootaloo said confidently as her fellow Crusader's nodded with confirmation.

"He?" Cheerliee asked while tilting her head.

_Knock...knock..,knock…_

"Oh! That should be him!" Sweetie Belle said excitedly as she quickly went over to the door of the classroom. Sweetie Belle then opened up the door and-

"Hey-o everybody!" Lincoln said as the second Sweetie opened up the door, Lincoln immediately came in. Everypony wasn't prepared for the sudden entrance of the human and all screamed a bit with a few falling backwards in their chair. "Oops, sorry. Didn't mean to scare all of you."

Cheerilee put a hoof to her heart and took a few deep breaths to calm herself down before saying. "Lincoln, please, I don't mind you popping in, but could you maybe do it a little calmer next time?"

"Yes, sorry about that Miss Cheerilee." Lincoln said while scratching the back of his head. "Oh, and how did that package I delivered to you turn out?"

"Oh, perfectly fine, thank you for asking." Cheerilee said as she remembering Lincoln delivering a package to her a few days ago. Just then Cheerilee's eyes widened a bit as she realized something. "Wait, Lincoln, are _you _the girls Show and Tell presentation?"

"Yep!" Lincoln and the Crusader's said in unison.

"Now hold on just one moment!" Diamond Tiara suddenly spoke up as she raised a hoof up. "You can't just show off some other pony, or, whatever he is for Show and Tell."

"First off, I'm a person, not a pony." Lincoln pointed out while pointing a thumb to himself. "And second, says who? Is there some kind of Show and Tell rulebook saying a human from another universe can't be shown?"

"I, er, well...Miss Cheerilee?" Diamond Tiara gave her teacher and overly wide smile, hoping she would take her side in this. However, the school teacher ended up shaking her head making Diamond cross her hooves and pout.

"Alright, so I'm here for one reason, and one reason only, I'm here to tell you all about myself and show you a bit of what I can do." Lincoln said as he pulled up a chair from the side of the room and sat down on it in front of all the fillies in the classroom.

"Oh! Oh! Oh!" A blue unicorn with scissors as his Cutie Mark said as he raised his hoof. This was Snips. "Turn into one of those cool monsters we've heard about!"

"Yeah!" Said the amber unicorn next to Snips. He had a snail as his Cutie Mark with his name being...Snails. "Show us a cool monster."

"I'm more than happy to, but the correct term for my forms is Aliens." Lincoln told everypony as he stood up from the seat he was in and went for the Ultimatrix and activated it. "Alright, everyone cover their eyes, there's gonna be a bit of a flash."

Everypony did as told and either covered or closed their eyes as Lincoln found the alien he was looking for and slammed the dial down and was covered by a green flash. When the flash died down, what stood in Lincoln's place was a tall crystal alien. It's main body was similar to Chromostone's pale green crystals making up his arms, face, and with 6 crystal shards on his back and two on his upper chest.

"Diamondhead!" The Petrosapien announced as he struck a heroic pose.

"Woooooooah!" All the fillies in the classroom said in unison.

"That's so cool!" Scootaloo cheered as her and her Crusader's witness Diamondhead in his glory.

"Very impressive." Cheerilee commented as she walked up to the Loud boy. "Now what can this form do."

"Basically anything do with crystal, I can manipulate and control. Like this. Bam!" Diamondhead then raised his arm up and formed a crystal blade on it making all the fillies in the class gasp and look at it with sparkling eyes.

"That's so cool!" A number of fillies called out as Diamondhead made a few careful swiping motions.

"Yep, Diamondhead's an old favorite of mine. He's strong, durable, and reliable." Diamondhead explained as he retracted his blade. He then held out his hands and said. "And for being such a good audience, here's a small treat." Diamondhead that created small crystal pieces from his hands that fell to the floor until he made enough to create a small pile. "Help yourselfs!"

"Yaaaaaay!" All the fillies cheered as they went after the pile and started taking crystals for themselves.

"Oh, hehe, ok everypony make sure to leave some for everypony." Miss Cheerilee told her students as carefully dragged a few shards behind her with her hoof.

However Diamond Tiara didn't move from her seat and simply scoffed and looked away. "We're not interested in your body jewels, right Silver Spoon...Silver Spoon?" Diamond Tiara looked to the seat where her friend would sit and saw that Silver wasn't there. Looking forward she saw Silver Spoon also gathering up Diamondhead crystals. "Traiter…"

Once everypony, but Diamond Tiara, had gathered up a hoof full of Diamondhead crystals, the Loud boy changed back to his human form and asked. "Alright, don't be shy, anyone have any questions for me?"

"Oh! Me next! Me next!" A pony with a lisp said as she raised her hoof. She was a cream colored pony with a poofy red mane and tail and wore a pair of tick blue rimmed glasses. This was Twist. "When did you first get that thing on your wrist?"

Lincoln sighed blissfully as he sat down in his chair as he remembered when he first got the Omnitrix. "Well that's quite the story, see it started when I was 11 years old…"

Lincoln then went on to tell all the fillies in the classroom the story of how he got the Omnitrix back in his world. How it fell from space when he was camping with his father Lynn Sr and his older sister Leni.

He then went onto explain the events afterwards, the watch latching onto his wrist, the robot attack at the campsite and how he learned to use the watch properly. Of course he did leave out the more violent details and pretty much stuff that wouldn't really be appropriate for a classroom of fillies.

"Wooooow." The fillies all said slowly once Lincoln finished his stories.

"What was amazin." Applebloom told the whitehead slowly.

"Surely, but still…" Cheerilee said as she gave Lincoln a concerned expression. "To go through that at such a young age."

"Yeah, I did have to grow up kinda fast." Lincoln said as he lowered his head as the memories came into his head. "It was far from easy, and there were plenty of rough patches, but looking back on it now, I wouldn't have changed anything. Those experiences made me who I am today."

Lincoln then stood up and looked towards all the fillies and said. "And to close off today, I wanna say one thing to you all. Being a hero isn't just about saving people or stopping bad guys. Being a hero just means being there for others when they need it. Whether it's helping simply carry something, or cheering them up if their sad. If you see someone in need of help, whether with a task or emotional support, don't just stand by and watch, be a hero. Help others that need help."

Everypony took in Lincoln's words, until Applebloom started to clap. The followed by Sweetie, then Scootaloo, and then soon the rest of the class joined in. Even Silver Spoon. The only pony not joining in was Diamond Tiara who simply crossed her hooves and looked away.

"Thank you for the words on inspiration Lincoln." Cheerilee told the human gratefully as Lincoln nodded at her. Just then Cheerilee faced her class and said. "Well give it up to Sweetie Belle, Applebloom, and Scootaloo for their Show and Tell presentation, Lincoln Loud."

The four mentioned all stood next to each other and gave the classroom a bow. When that was done, Lincoln waved to everypony and said. "Well it was great to be here everyone but I better be on my way."

"Bye Lincoln, thanks again for coming in today as the girls Show and Tell." Cheerilee said in a bit of a joking tone making Lincoln smile and roll his eyes at the teacher. Cheerilee then turned to the class and said. "Well now that that's over class, we need to start working on decorations for the Summer Sun Celebration!"

Lincoln stopped as all the kids cheered at the announcement. He turned back to Cheerilee and asked. "Summer Sun Celebration? What's that?"

"You've never heard of it before?" Cheerilee asked with a tilted head. Lincoln shook his head in response and said. "Well, it's a holiday to celebrate Celestia's victory over Nightmare Moon 1000 years ago and Princess Celestia herself makes herself shown and raises the sun in front of everypony!"

"Oh...Nightmare Moon...that whole thing." Lincoln said slowly as he frowned a bit and scratched his head.

"Is something wrong?" Cheerilee asked with a bit of concern.

"Oh, uh, no, it's just...I gotta go." Lincoln said quickly as he left the classroom, not giving anypony a chance to speak up.

As Lincoln was walking through the hallways, suddenly somepony came up behind him and spoke up. "Hey Lincoln!" Lincoln looked behind him and saw Scootaloo coming up behind him.

"Oh, hey scoots, what up?" Lincoln asked. Unknown to both, the Ultimatrix started beeping under Lincoln's hoodie sleeve.

"_Genetic damage detected. Shall we attempt at repair?_" The Ultimatrix said but was muffled by the hoodie sleeve leading to the human and the Pegasus not hearing it.

"I just wanted to say thanks again for coming in for us. You really saved our flanks." Scootaloo said gratefully as Lincoln gave the kid a toothy smirk and thumbs up.

"Sure thing." Lincoln told her.

"_Affirmative. Activating genetic repairing software."_ The Ultimatrix said in response to what Lincoln said to Scootaloo.

"I'm happy to help. But you better get back to class, don't want you to get in trouble." Lincoln told her as Scootaloo nodded.

"Alright, I'll see ya later Linc!" Scootaloo said as they started to walk away from each other. But as they were walking away, suddenly the Ultimatrix fired a green beam that leaked out of his hoodie sleeve and struck Scootaloo right at her wings.

The orange Pegasus suddenly stopped as her whole body shivered. She looked around to see if anything hit her, but simply shrugged when she saw nothing and just assumed it was just a simply shiver. But before Scootaloo started walking back to the classroom, she flapped her tiny wings a bit and said. "Huh, my wings feel tingly."

* * *

Later that night, Lincoln was standing on top of the Golden Oaks Library staring at the orange sky. It was the time where Celestia and Luna would start moving the sun and moon respectively. Or was it? As Lincoln thought. After hearing the story of Nightmare Moon, and the Summer Sun Celebration, he had to find something out for himself.

"Time to get to the bottom of this." Lincoln said as he activated the Ultimatrix and quickly found the alien he was looking for and slammed the dial down.

Standing in Lincoln's place was a manta ray like creature that was mostly red. He had gills underneath his arms and yellow patagia as well as yellow horns that connected to his nose and lips and green eyes as well as a tail.

"Jetray!" The Aerophibian announced as the second after he transformed he took off into the sky at speeds surpassing even XLR8. Jetray quickly passed the planets atmosphere and just like that, Jetray was looking down at the planet from space.

Thankfully the Aerophibian had the ability to breath and survive in space, so it was no trouble. "Now to see this for myself." The Loud boy told himself. The sisters should be working their magic any second now and…

Jetray let out a loud audible gasp at what he saw as he narrowed his eyes on the planet. "I knew it!"

* * *

**_SCOOTALOO'S HOUSE_**

In the house Scootaloo lived at, the orange filly tossed and turned in her bed, unable to get comfortable. "Ugh, what's wrong with the bed, it feels smaller all of a sudden." The Pegasus groaned as she sat up and yawn.

"Maybe I just need to go to the bathroom." The Pegasus muttered quietly as she sleepily got up and walked towards the washroom. She winced when she turned on the light. She looked at herself in the mirror...and froze at what she saw.

Her eyes widened and she changed her gaze to look behind her and at her wings and noticed a difference in them now from just a few hours ago.

They were no longer small.


	7. Taste of Equestria

**_Just so you all know, this chapter is based on the Chowder episode Taste of Marzipan._**

* * *

Today was a big day for Ponyville and Equestria in general. Today was none other then the Taste of Equestria fair. A fair dedicated to holding booths where some of the best bakers around would gather and share their baked goods with other ponies. Of course, there was more than just food booths here. There were a bunch of stuff you would see at fair's and carnivals. Like rides, games, face painting, etc.

Currently walking along the paths of this fair, a group of ponies were dragging a serious of carts and wagons filled with boxes of various baked good. This group consisted of Mr and Mrs Cake, Pinkie Pie, Twilight Sparkle, Spike, and Fluttershy.

Currently Pinkie was bouncing forward happily with an expression so excited, it shouldn't be physically possible. "Oh my gosh! Oh my gosh! Oh my gosh! Oh my gosh! I can't believe it!" Pinkie Pie said impossibly happily as the rest of the ponies and dragon followed behind her. "I always went to the Taste of Equestria festival every year but now I'm actually a part of it!"

Pinkie Pie then suddenly appeared in front of Mr and Mrs. Cake and said. "Thank you, thank you, thank you, thank you so much!" Pinkie Pie told the Cake's as they chuckled in response.

"Well after helping us out at the ole shop for so long we figured it was finally time to let you help us out at the festival." Mr. Cake told Pinkie Pie as the party pony gave a happy squeal in response.

"And it was nice of you to let us help out to." Spike said as he carried a couple of boxes full of cupcakes. "And we do get to have some ourselves, right?"

"Of course, dearie!" Mrs. Cake told the dragon with a soft smile before she suddenly took a 180 as she gave Spike a stern look. "Afterwards."

Spike swallowed a lump in his throat as he gave a nervous smile and rapidly nodded his head. "O-of course! Afterwards."

"This will actually be me and Spike's first Taste of Equestria festival." Twilight said as she pulled a cart filled beyond the brim with boxes of cakes and pies. "I heard it's really fun though and has some of the best baked treats you can find."

"Oh, it is." Fluttershy spoke up as she pulled only a small wagon filled with a few boxes of cupcakes and such. "Me and Rainbow Dash went together every year." Just then Fluttershy frowned as her ears dropped. "I just wish she wasn't busy today."

"Yeah, strange how a lot of our friends were busy today." Spike commented as he remembered them asking Rainbow Dash, Applejack, and Rarity said they were all busy today and couldn't come with them.

"Even Lincoln couldn't make it." Mrs. Cake said as she herself asked the Loud boy to help out them today but he said he couldn't.

"Awww, they're all gonna miss the festival today." Pinkie Pie said as she frowned sadly. But her sadness only lasted about a second as she quickly perked up and said. "Oh well, we'll just have to save them some goodies and tell them how amazing today was!"

The group then went on with all the baked goods the Cakes and Pinkie made until Mr. Cake stopped them all and pointed to a booth they were in front of. "Here it is everypony! Our booth!" Everypony looked to see a moderately sized carnival booth designed to look like a gingerbread house similar to the Sugarcube Corner itself.

"If it ain't broke don't fix it huh?" Twilight commented as she and her friends looked over the gingerbread house booth.

"We like to stay consistent." Mrs Cake commented as she turned to everypony in their group. "Well, let's set everything up everypony!"

Everypony cheered as they quickly started to help the Cakes set up their booth. It only took about 20 minutes as everypony set up shelves on the side of the booths and put the boxes of various baked goods on them as well as labeling them.

With a few of them they opened them up to set them on the front of the counter on the booth to show off what the cakes were selling as well as label the prices. Spike did try to act sneaky and take a cupcake when he thought nopony was looking, but right as he attempted it Mrs. Cake slapped his hand away and gave him a glare that quickly made him stop and continue working.

They all then stood and admired their work as they all looked around and admired their work and all the pastry's around them. Pinkie Pie's eyes were sparkling as she had a gigantic smile on her face. "Pinkie." Pinkie turned around at the call of her name and saw Mrs Cake standing behand her and hoofing her a little piece of folded up paper that said 'Open.' "Would you like to do you honors."

Pinkie Pie covered her mouth with her hooves as she let out a high pitched gasped and asked. "Really?"

"Really." Mr. Cake confirmed with a nod.

Pinkie Pie's smiled somehow grew twice as big as she quickly grabbed the little paper sign from Mrs. Cake and ran up to the front of the gingerbread booth and begun announcing. "I declare the Cake families Taste of Equestria pastry and sweet booth…OPEN!" Pinkie Pie screamed as she slammed down the sign on the counter declaring the booth open.

Everypony then stood at the front of the counter with Pinkie Pie and stood forward and waited for the ponies to show up looking for tasty treats.

…

…

Silence.

…

...

A quite long awkward silence.

…

…

"So, um, what happens now?" Fluttershy asked as she looked around for anything notable happening.

"We wait dearie." Mrs. Cake said simply with a smile as Mr. Cake and Pinkie smile and nodded.

…

…

"So, we just wait for ponies to show up?" Spike asked while scratching his head as he looked around as well for any ponies coming up to their booth.

"Yep." Mr. Cake answered simply with the same smile.

Twilight rubbed her foot against the ground as she started looking around as well. "So, how long does it usually take to-"

"Alright ya'll, here's our booth!" A familiar country accent was heard causing everypony at the Cake's booth to quiet down and look towards the source.

When they looked to the source of the voice they saw the Apple family themselves pulling their own carts and wagons full of all sorts of apple baked goods such as Apple Pies, Apple Fritters, Apple Crisp, Apple Bars, pretty much every desert that has apple in it.

But it wasn't just the fours members of the apple family with them. They also had some help with them. Such as…

"Rainbow Dash!" Fluttershy gasped as she saw her fellow Pegasus dragging a few wagons filled with apple pies.

"Rarity!" Spike said as she noticed the fashion pony walking next to her Marefriend as Applejack pulled a cart full of apple-based sweets.

And last but not least…

"Lincoln!" Mrs. Caked gasped out as she saw the white head helping out the Apple family with their baked good.

Lincoln heard his name being called and turned to everypony in the Cake booth and gave them a smile on a wave. "Oh, hey guys!"

"Howdy everypony!" Applejack said as she gave her friends a tip from her Stenson cap.

"How are you all doing today darlings?" Rarity asked kindly as she leaned against Applejack.

"R-Rainbow Dash, wh-what are you doing here?" Fluttershy asked with a bit of a hurt expression on her face. "I though you said you couldn't come with me because you were busy."

"I _am _busy." Rainbow Dash said matter of factly as she gestured to the apple family under her. "I'm helping out the Apple's with their booth."

"Eeyup." Big Mac, a rather large stallion with an apple red coat and an orange mane and tail and green eyes with his cutie mark being a green apple that's been cut in half.

"Same here darling." Rarity said as she gave Applejack a nuzzle. "I just had to help my little apple here."

"Aw shucks, you're making me blush." Applejack said as she was in fact blushing.

"And they said Ah'm finally old enough to help out!" Applebloom said excited as she jumped up in glee.

"But Lincoln, I asked you to help out with us yesterday." Mrs. Caked pointed out as she looked at the Ultimatrix user.

"Yes, you did. But the Apple's asked me first and I'm a man of my word." Lincoln said as he patted his chest with his fist. "Also they promised me a couple of fritters and pies to take home."

"And they promised me a barrel of cider." Rainbow Dash said as her mouth watered at the thought of getting a whole barrel of Apple family cider all to herself.

"And Applejack promised me-" Rarity was saying before Applejack interrupted her.

"Not in front of Applebloom!" Applejack said quickly as she covered her little sisters' ears with her muzzle apple red.

"Oh, right, sorry." Rarity apologized as an embarrassed blush came to her face.

"Gross." Lincoln and Rainbow Dash said in unison as they lightly glared at the couple.

"Hehehe." An old sounding laugh rang out as another pony made herself known. She was a very old pony to having wrinkly pale green skin and a white man and tail that, unlike Lincolns hair, was due to old age. She also had orange eyes and frilled scarf with apple's patterned over it and a cutie mark of a pie. This was Big Mac's, Applejack's, and Appleblooms grandmother, Granny Smith. "Looks like I beat ya to these yuggin's."

"Granny Smith." Mr and Mrs Cake said in unison as they narrowed their eyes at the old mare. Both the Cakes and Granny smith walked up to each other with challenging glares in their eyes.

The atmosphere got a bit tense as both parties gave each other challenging glares. Lincoln shifted his eyes around awkwardly as he asked. "Ok am I missing something because I thought they were friends." The Loud boy asked as they all witness the scene in front of them.

"Oh, we are dearie." Mrs Cake said reassuringly while still looking Granny Smith dead in the eye.

"It's just around this time of year…" Mr Cake was saying before being interrupted by Granny Smith.

"We can't help but get a little competitive." Granny Smith finished for the Cake male.

"See, around this time of year we both have booths for the Taste of Equestria fair." Applejack begun explained as she walked up to the Cake group. "We always compete to see who can sell the most goods."

"Eeyup." Big Mac confirmed with a nod.

"And I recall we whooped your flanks for the last 5 years straight." Granny Smith told everypony with a smirk.

Mr and Mrs Cake narrowed their eyes at the old mare as the latter said. "We'll see about that this year Smith." The Cake female said in a challenging tone.

"So, where's your booth?" Pinkie Pie chirped in her usual peppy tone, not really taking all the competitive stuffed seriously.

Rarity rose her eyebrow at the party pony and pointed behind her. "It's right there darling." Rarity said as everypony looked to see that right behind the Apple family and their helping hands was a both the same size as the Cakes only modeled around a barn similar to the one the Apple's owned.

"…How did we not notice that?" Fluttershy asked as she tilted her head.

"Not important right now." Mr Cake said as he stepped up. "Sorry Apple's but we really pulled out the stocks on this one and we intend to win this year!"

"Oh yeah," Granny Smith said back as she turned to her own group. "Alright yuggin's, set everything up! We got some Cakes to outsell!"

"Yes sir Granny Smith sir!" Everypony on the Apple's side said in unison as they quickly got to setting up the Apple family stand.

"Everypony, we got some work to do!" Mrs. Cake instantly said afterwards as she and her husband quickly got back to their stand.

"Yippee!" Pinkie Pie cheered happily as she bounced close behind.

"Uh, Twilight." Spike asked as he and the mare he called out stood in place. "What just happened?"

"I'm not quite sure Spike." Twilight said as she watched the Apple side set up their own stand. "But I think we just got ourselves into a booth war."

* * *

And so the great booth war began. For the next hour straight both groups had quite the number of ponies show up and buy treats from them. And both were making sure to keep score of how much items they've sold. However, they made sure the other group couldn't see it.

But to those of you curious, the score was currently Cakes - 43, Apples - 49. In fact the Apple's just hit 50 as Applebloom just sold an Apple fritter to an Earth Pony stallion. "Thank you! Enjoy you Apple family home cooked dessert!" Applebloom said as she gave the stallion a wave as he walked away enjoying his fritter.

Currently at the cakes stand, Fluttershy had her head down on the counter while looking at the Apple's stand. Or more specifically, the rainbow maned Pegasus helping out at the Apple stand. Fluttershy sighed sadly as Twilight gave her a concerned look. "Something wrong Fluttershy?" The Alicorn asked with concern.

"Oh, uh, no. I'm fine." Fluttershy muttered quietly, never taking her eyes off Rainbow Dash.

Twilight knew something was up, but ultimately decided not to pry about it yet. There would be plenty of time for that after this whole selling war between the Cakes and Apples. Just then Pinkie finished selling a chocolate cupcake to none other then Bon Bon and said. "Have a super-duper day!" The party pony said as Bon Bon nodded happily and took her cupcake.

Spike then changed the score the Cakes had to 44 after that sale. "Alright, we've made 44 sales so far. How do you think the Apple's are doing?" The dragon asked as he had to jump to see over the counter of the booth.

"I'm not sure Dearie, but I can't tell if they've gotten more sales or not." Mrs Cake explained as, just like them, the Apple's hid their sales sign from view so the other couldn't see.

"I haven't kept track of all the ponies that have shown up to them, but in my honest opinion, I think they've sold more then us." Mr. Cake admitted admitted as he watched the Apple's make three more sales. He didn't miss the smug grin Applejack sent them.

"Wow! They're doing really well today!" Pinkie Pie said happily as she waved to the barn designed stand in front of them.

However, Mrs Cake quickly grabbed Pinkie's hoof and pulled Pinkie to where she was looking into the Cake mare's eyes. "No, Pinkie. That's a bad thing. If they sell more, we'll lose. We have to sell more than them, understand?"

Pinkie Pie was silent for a moment before she gave Mrs. Cake her usual smile and said. "Okie doki loki!" Before going back to the front of the stand to make sales.

Mrs. Cake sighed at Pinkie not taking the competition seriously as a certain dragon walked up to Mrs. Cake. "Uh, hey, Mrs. Cake." Spike said as he had his hands behind his back.

"Yes dearie?" Mrs. Cake asked as Spike cleared his throat.

"Well, I think I have a way to attract more customers to us." Spike expained as Mrs. Cake's eyes widened a bit at the information. She gestured Spike to go on as the dragon eagerly pulled out a sign in the shape of an arrow with a gingerbread design to it that said 'Cake Family Baked Good' on it. "I figured I could head to the center of the fair and spin this sign around in the direction of our booth and encourage other ponies to go here."

"Spike that's a wonderful idea!" Mrs. Cake complimented as she clapped her hooves together. "If this works you may end up with a little extra afterwards."

Spike's mouth quickly started to drool and the thought of earning even more goodies after this. He quickly shook his head to get back into reality and gave Mrs. Cake a salutte. "I won't let you down!" The dragon said as he begun to run off with his sign.

However, he was quickly stopped by Mrs. Cake grabbing his tail the mare whispering to him. "Just make sure they don't see you going over there. We don't want them catching onto what we're doing." Spike gave a nod to Mrs. Cake as he began to walk off and hiding behind anything he could to make sure no one at the Apple stand could see him.

He hid behind everything from trash cans, to big stuffed animals, and even other ponies. All to make sure he wasn't seen. And thankfully, he managed to make it to the center of the fair without any of them seeing him and quickly got down to attracting customers.

* * *

45 minutes later, things were looking up for the Cakes. More ponies quickly swarmed their stand asking for their baked goods. To which the cakes and everypony helping out was more than happy to provide. "Ok everypony, single file line please!" Mr. Cake chuckled as he handed a cinnamon bun to a Pegasus mare.

"Oh dear, um, here you go. Please don't drop it." Fluttershy said as she was starting to feel a little more than overwhelmed at all the ponies at the stand.

"Don't worry everypony, there's plenty of sweets for all of you." Twilight reassured everyone while collecting the bits everypony was paying with her magic.

"I gotta give it to Spike." Mrs. Cake said as she saw the score for their sales was now in the triple digits. "He must know how to spin a sign."

At the Apple stand, they were all watching as the cakes stand was hounded by hungry ponies while hardly anypony seemed to arrive at their booth. "What the hay is going on?" Applejack asked as her group stared with widened eyes at the gingerbread booth. "How'd they get so busy all of a sudden."

"I have no idea darling." Rarity said, equally stunned. "We were doing so well and then suddenly it's like everypony in the festival rushed over there."

"Eeyup." Big Mac said in response to Rarity.

Lincoln looked around for any hints of that was happening and took notice of something. "They all seem to be coming from over there." Lincoln said as he pointed to the right. Everypony looked and, sure enough, all the ponies coming to the Cakes booth were all coming front the right pathway.

"That leads to the center of the fair." Granny Smith said as she put a hoof to her chin as she tried to think of any connections between that and the Cakes sudden boom of customers.

Rainbow Dash then flew up a bit and did her best to look inside the Cakes booth and noticed one thing. "You know, I can't seem to see Spike anywhere." Rainbow Dash as she pointed out the lack of a small dragon in the booth.

"Hmmm." Granny Smith hummed in response as she narrowed her eyes at the competition. She then turned to her youngest grandchild and ordered. "Applebloom, I want you to head to the center of the fair and see if anythings goin on."

Applebloom quickly gave the old mare a salute and said. "Yes sir Granny Smith sir!" Applebloom then started to move around in the same way Spike was earlier. Hiding behind every nook and cranny. Avoided being seen from anypony.

Applebloom then eventually reached the center of the Taste of Equestria fair. She then heard the familiar voice of Spike from nearby and turned to see Spike surrounded by a group of ponies while spinning around his sign. "Anypony looking for a great sweet treat! Then come on over to the Cake family both for high quality sweets you won't find anywhere else!" The dragon advertise as he started spinning the sign on his tail.

Applebloom narrowed her eyes at the dragon as she said. "So that's how were playing this huh?"

"So they got Spike putting on a little show for everypony huh?" Applejack said with an unpleased expression as Applebloom explained the situation to everypony once she back back to her family's booth.

"Yeah, he's spinning around a sign and advertising the Cakes booth to everypony at the center." Applebloom confirmed as everypony else looked to each other.

"So that's the kinda game they're playing huh." Granny Smith said with a determined look on her face.

"Eeyup." Big Mac said as he looked to the cakes booth.

"Advertising huh?" Lincoln said as he put a had to his chin and begun brainstorming idea's. He then smirked as something came to his head. "Well, I think we should fight fire with fire."

"What do you mean darling?" Rarity asked as everypony turned to the human of the group.

Lincoln simply gave his group a confident smirk before he turned to Rainbow. "Rainbow, come with me. We got some advertising to do." Rainbow Dash raised an eyebrow at the white-head, but decided to comply and follow Lincoln.

* * *

"Ok, why am I wearing this again?" Rainbow Dash asked as she was currently wearing a some ropes on her that attached to a little flag that said 'Apple Family Treats' in bold red letters.

"It's simply, you simply fly around the festival and announce that our stand is the way to go." Lincoln explained as he finished securing the ropes to Rainbow and the flag. "It's what a lot of planes do to advertise stuff in my world."

"Well I don't know what these planes are but I feel completely ridiculous wearing this." Rainbow complained as she tried scratching the area where the ropes were tied around.

"You want that keg of cider or not missy?" Granny Smith said with a glare as Rainbow huffed in response.

"Fine, whatever." Rainbow Dash muttered at a lot volume.

"I DIDN'T QUITE HEAR YOU MISSY!" Granny Smith yelled, taking on a military officer-like persona.

"Yes sir Granny Smith sir!" Rainbow Dash quickly said in a frightened tone as she quickly flew out of the booth at high speeds.

Lincoln then leaned over to Big Mac's ear and said. "Your grandma is terrifying."

"Eeyup." Big Mac said with a nod.

Sure enough, it started working. Pony's from all over the festival quickly started to flock towards the Apple Family's stand. Thankfully the family along with their help were able to keep up with the ponies coming up to them. Especially since Lincoln turned into Ditto and cloned himself to create event more help for the stand.

"We're back in business ya'll!" Applejack cheered followed by the rest in her group.

"Round of apple fritters coming up!" Ditto number 3 of 5 said.

"Here is your apple pie ma'am!" Ditto number 2 said as he handed a Unicorn mare a pie.

"Hehehe, we got this in the bag!" Granny Smith said as she shot the Cakes a cocky smirk.

Mr and Mrs Cake glared back at the old mare when suddenly Spike come in with his head lowered and his sign dragging on the ground. "Sorry everypony, they kinda lost interest in me when Rainbow started flying around." The dragon explained as Twilight wrapped him up into a one hoof hug.

"It's alright Spike, you tried your best." The purple Alicorn reassured the Dragon.

Fluttershy looked up and saw her best friend flying around the sky with the flag advertising the Apple's stand flying right behind her. Fluttershy sighed sadly again as she muttered at a volume only she could hear. "I wish we could have been on the same team."

"Guess we gotta think of a new strategy otherwise that'll be our 6th lose in a row." Mr. Cake explained as his wife nodded in agreement.

"We are _not _going to lose again." Mrs. Cake said determinedly before she said. "Got any idea's Pinkie?" Mrs. Cake got silence in response. "Pinkie?"

Just then they heard the door that lead into the stand open up and everypony looked to see Pinkie Pie coming in...holding an Apple pie. "Hi everypony! I brought us something to snack one while we work!" Pinkie Pie said happily as she held out the pie.

Mr and Mrs Cake gasped when they saw the pie in Pinkie hands as the latter said. "Pinkie! Did you get that pie from the Apple's stand?"

"Yep!" Pinkie Pie said with a happy nod, not detecting the tenseness coming off everypony. "I just figured since we probably shouldn't eat any of the merchandise I can just go next door and get us something tasty to eat."

"Pinkie! You're just helping them out!" Mrs. Cake yelled as she took the pie from the party pony, making her pout. "Look, I know you mean well. But please try to take this seriously! No more going over there and no more buying their stuff!" Mrs. Cake finished by throwing the pie full force to the side.

"...Ok." Pinkie Pie said sadly with a lowered head.

"Good." Mrs. Cake said with a nod. "Now, we need to find a new way to-"

_SPLAT!_

The sound of a splatting was soon followed by the sound of everypony in the area gasping. Everything soon when quiet as Fluttershy shakily turned to Mrs. Cake. "Um...M-M-Mrs. C-Cake. Yo-You might w-wanna see wh-where you threw th-that p-pie…"

Mr and Mrs Caked looked in the direction where Mrs. Cake threw the pie and their eyes widened like dinner plates at that they saw. The pie hit Granny Smith dead on in the face. Everypony present was completely silent was they saw the pie slide down slowly on the old mare's face until it fell off and showed Granny Smith covered in apple pie filling.

"Hehe, nice throw honey." Mr. Cake nervously said as Granny Smith gave them a fierce glare as she wiped off the pie on her face.

"Hold me." Ditto 1 said to Ditto 4 as he wrapped his arms around his clone.

"So, it's a food fight you want huh?" Granny Smith said with a challenging tone and glare. Everypony flocking the stands quickly ran away as Granny Smith suddenly threw an apple cake right at Mr. Cake and knocking him to the end of his stand and leaving his face covered in cake.

Mrs. Cake gasped loudly as she looked at her cake covered husbands and then growled at the Apple's stand. "That's it." She said as she glared daggers at Granny Smith. "_This means war!"_

* * *

And war it was. Not just a selling war. A food war! Everypony on both sides got equipped for the battle as they wore camouflage clothes, headbands, and straps containing various food items and pastries for ammunition. Both stands also fortified their defenses with bags of flour surrounding them.

Mr and Mrs Cake looked up from their stand with the former wearing a camo shirt and a soldier's helmet and the latter having face paint and a black vest with cupcakes attached to it. "Alright Apple's! Give us your best shot!" Mr. Cake challenged.

However both screamed and quickly duck back down as they were quickly assaulted with apple and apple based products and were forced closed to the ground as their stand took heavy damage.

"They got us pinned down!" Mrs. Cake said as Pinkie sat next to her and her husband.

"Mrs. Cake why are we fighting over who's stand is better?" The pink pony asked as she was just content in both her groups of friends having fun selling their baked goods and not competing over it.

"Pinkie this isn't about who's stand is better." Mrs. Cake said as she shook her head before her expression change to a fierce one. "It's about our stand being a lot better than theirs!"

Currently Granny Smith and Applejack were busy slingshotting small stuff like apple fritters and bars at the cake stands. When they ran out of ammo, Granny Smith turned to Applebloom and said. "Applebloom, arm the apples!"

"Yes sir Granny Smith sir!" Applebloom said as she saluted before grabbing an apple out of the bag next to her. Applebloom then bit off the stem and threw it at the Cake's stand.

Fluttershy peeked an eye out while wearing a ridiculous amount of safety gear. She let out a high pitched scream as she saw the apple incoming and ducked behind the stand. When the apple land it proceeded to explode like a grenade and left a small hole in the ground.

Fluttershy quickly got into a fetal position and started shaky and said. "I can't do this! I'm not cut out for war! I'll never survive a day!"

Just then Spike came up to her and gave her a light slap across the face and pulling her in close and saying. "Get yourself together women!" The dragon yelled at the mare. "We gotta a war to win!"

Just then Spike ran off before coming back while pushing a canon into view. Fluttershy watched with stunned eyes as the Dragon pushed the weapon forward and asked, "Where did you get a canon?"

"Not important." Spike instantly answered before turning to Twilight. "Load her up!"

Twilight gave a nod as she pulled up a desert with her magic. A three layered quadruple chocolate cake. Twilight loaded the cake into the canon as Spike went behind it and used his breathe to lit the fuse. "Ready...aim...fire!" Spike shouted as the canon fired the cake. However what the dragon didn't notice is who the cake was aimed at. Rarity.

Rainbow Dash gasped as she saw the cake incoming. "Rarity! Look out!" The Pegasus yelled to her fashionista friend.

Applejack looked and time seemed to slow down as she saw the cake heading towards her friend. "NOOOOOOOOOOOOOOO!" Applejack yelled in slow motion as she made it just in time to push Rarity out of the way and ended up taking the entirety of the cake herself.

Applejack was sent all the way to the back of the stand and splattered against the back wall with Applejack taking the full force of the attack. "Applejack!" Rarity yelled in concern as she ran towards the pile of chocolate cake. She was hestiate at first to reach her clean hooves inside it, but Applejack was in there.

Rarity quickly got to digging through the massive chocolate cake and quickly found her marefriend and dragged her out of the mess. Applejack looked a little dizzy as Rarity asked in a panicked tone. "Applejack! Applejack can you hear me?!"

"Rarity? Is that you?" Applejack asked in a tired tone with her eyes covered in cake.

"Yes darling, it's me! Are you alright?!" Rarity asked as she held the farm pony's hoof tightly.

"Rarity...I've been...caked." Applejack said before being knocked out.

"Applejack! No! No! NOOOOOOOOOOOOOOOOOOOO!" Rarity screamed dramatically while looking to the sky.

"That's it! No more mister nice guy!" Lincoln said as he looked towards the one stallion in their group. "Big Mac, ready the Pieapults!"

Big Mac gave a salute as he pulled four catapults and proceeded to load them all with the biggest apple pies they had. "Fire!" Lincoln ordered as Big Mac pulled a rope which had the catapults launch all the pies toward the Cakes.

Mrs. Cake peaked out of her group's stand with binoculars. However she quickly gasped and retreated back into the stand as she announced. "Pie incoming!"

But it was two late as the four pies quickly came in and ended up hitting Twilight, Spike, and Mr. Cake. A pie did come down on Pinkie but the mare easily caught the pie in her mouth and swallowed it in one gulp.

Mrs. Cake looked at Pinkie when she did this and an idea quickly came to her as she grabbed a box full of cupcakes and called to the pink pony and said. "Pinkie, open up!"

"Ok, how com-" Pinkie was saying but was interupted by Mrs Cake stuffing all the cupcakes inside of Pinkie's mouth causing her cheeks to puff out like a chipmunks. Mrs. Cake then picked up Pinkie over her shoulder and pulled on the pink mare's tail causing a gun cocking sound to be heard. Just then Mrs. Cake started to fire cupcakes out of Pinkie's mouth like a machine gun at the opposing stand.

"Everypony duck for cover!" Granny Smith yelled as she and the rest of her group quickly hit the dirt as the cupcake barrage hit them.

And so the battle waged on and on. Both groups working to get the upper hand on the other and unleashing all sorts of deserts on them. Never letting up for a second.

* * *

'_Day 43. I'm not sure how much of this war we can take. The will of this team is slowly being broken.'_ Lincoln mentally said as he wrote down his thoughts in a journal.

"Granny Smith can ah go home? Ah'm getting tired." Applebloom asked as Granny Smith looked forward at the opponent.

_"_Less talk more bang-bang." Granny Smith ordered as Applebloom sighed in response and went back to throwing more food.

'_We have sustained many casualties on our side.' _Lincoln wrote down as Rarity was crying over the still unconscious and cake covered Applejack.

'_Local businesses have suffered as a result of this battle.'_ Lincoln wrote as suddenly a misfired vanilla caked was fired right at a cabbage cart.

"MY CABBAGES!" The stallion running the cart yelled as his cabbages were destroyed by the cake.

'_Innocent lives have also been taking.' _Lincoln narrated as two unicorn stallions were walking next to each other.

The first unicorn had black fur and an orange mane and tail and wore a white scarf that also acted as a cape that went to his flank that covered most of his muzzle while still showing his blue eyes, black horn and mane. His Cutie Mark was of a piece of paper being written on by a pencil. The second stallion had green fur, a brown mane and tail along with a brown goatee on his muzzle with black eyes and his Cutie Mark being a canvas with a paintbrush painting on it.

As the two stallions were walking, suddenly a pie came in and struck the green Unicorn's side. "Ouch! Aaaaaah! I'm...dying!" The green stallion yelled dramatically as he held the spot the pie struck him as his black unicorn friend gave him a deadpanned look. "Ah I'm to young a beautiful to die!"

'_It's been months-' _Lincoln was mentally saying before being interupted by the green Unicorn's dramatic wailing.

"Did I mention I'm dying!"

'_It's been months-'_

"So much pain! All the pain! Ah dying! DYING! Why now!? I had so much to live for!"

"Oh my Celestia! Petrus! Shut up!" The black Unicorn said as he-

_Smack!_

"Ow!"

'_...It's been months since I've seen my beloved wife and kids!' _Lincoln narrated quickly before he could be interrupted again.

"What are you talking about sonny?" Granny Smith said in response to Lincoln's thoughts...somehow. "It's only been a few hours and you don't have a wife or kids."

'..._I hate it when that mare reads my thoughts.' _Lincoln thought with an annoyed look on his face.

"Then stop thinking out loud!" Granny Smith yelled as she walked away from the human.

After that the Apple's stand was taking heavy fire from Twilight as she launched baked good after baked goods using her magic. "Excellent work Twilight!" Mrs. Cake complimented as she grinned. "Continue the onslaught!"

"That's it!" Granny Smith said as she and the rest of her group except for a certain white haired boy peaked through the counter of their stand. Granny Smith then pulled out a walkie talkie and said. "Time to call in the air raid!"

The centerpiece of the entire fair was a giant mixing bowl with a banner hanging off it that said 'Taste of Equestria.' and currently on the top of the giant bowl was a creature covered in dark green-teal armor with three grill plates on the helmet and the Ultimatrix symbol on his chest. This was one of Lincoln's forms NRG.

NRG brought his arms forward and then proceeded to jump off the bowl in a skydiving position. "GERONIMOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" NRG screamed as he fell closer to the ground when…

**_BOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM!_**

A giant mushroom cloud explosion of cake batter occured that spread throughout the entire fair.

When the smoke from the explosion cleared, it showed the entire area was devastated. All stands and rides at the fair were destroyed as both the Cake's group and the Apple's group laid spread out and completely covered in the remains of baked goods.

Pinkie was the only pony still standing as she looked to everypony and said. "Look at what you've done!" The party pony cried out in despair. "All this wonderful food gone to waste!" At this point Pinkie face planted to the ground and started crying over all the destroyed pastries and sugary treats.

"Pinkie's right." Mrs. Cake said as she got up from the rubble of what used to be her stand. "It's not about who sells the most, it's about coming together to bring Equestria the best of what baked goods can bring!"

Mrs. Cake then walked up to Granny Smith and offered her hoof to her. "What do you say Granny?"

Granny Smith then look to Mrs Cake and gave her a smile and took the offered hoof. "Maybe this competition of ours has gotten silly." Granny Smith said as Mrs. Cake helped her up.

"Next year, let's do a stand together." Mrs. Cake offered with a kind smile to which Granny Smith nodded.

"Sounds like a plan." The old mare agreed as they both walked away together, bringing this year's Taste of Equestria fair to a close.

* * *

**_THE FAR NORTH_**

In the far northern parts of Equestria was an empire where everything was completely made of crystal. The house, the shops, the streets. Even the ponies that lived there shined like crystal. Even the castle was completely made of crystal.

And currently in said castle, two ponies were walking through its halls together. One of the was princess Celestia herself. And walking next to her was another smaller Alicorn that had pink fur and a mane and tail that were colored a darkish violet, a pale gold, and a rose color. This was Princess Cadance, ruler of the Crystal Empire.

"It's always nice to get to see you auntie." Cadence said as she looked up to Celestia with a smile.

"And I'm grateful I could get some time off to spend with my niece." Celestia said as she gave Cadence a warm motherly smile.

As the two walked together through the hallways of Cadence's castle, the Princess of Love spoke up. "I hope you don't mind, but I sent a letter to Twilight and asked her if she and her friends wanted to come for a visit." Cadence told her aunt who simply smiled at the information.

"It's no trouble at all. I always enjoy getting to see Twilight and her friends." The Princess of the Sun said reassuringly.

"Great!" Cadence said happily as she then looked up in thought. "I'll admit, I'm rather curious about this 'Lincoln Loud' she mentioned to me in a letter."

Celestia than chuckled lightly as she said. "Well you're in for a surprise that's for sure." Celestia says as she remembered her and Luna's experience with meeting the transforming human. "He's quite the interesting fellow."

"Well, I look forward to meeting him." Cadence said as both her and Celestia kept walking down the halls and continued their small talk.

But, as they were walking, they passed a room with an open door. The room was mostly empty except for one single object that stood out. A crystal mirror. A crystal mirror with a purple rim around it that resembled a horseshoe.

As Celestia and Cadence passed the room with the mirror, the crystal glass gave off a dim glow for a brief moment before going back to normal.

* * *

**_Next time on Loud 10 and MLP Unite_**

**_Lincoln: So this is the crystal empire huh?_**

**_Twilight: I'm still not quite comfortable with all this Princess stuff._**

**_Cadence: You must be Lincoln, it's so nice to meet you!_**

**_Twilight: My crown! She's got my crown!_**

**_Lincoln: Damn it!_**

**_Celestia: She was a former student of mine._**

**_Lincoln: I'm going. I'm not taking no for an answer._**

**_Twilight: AAAAAAAAAAAAAAAAHHH!_**

**_Spike: AAAAAAAAAAAAAAAAHHH!_**

**_Lincoln: AAAAAAAAAAAAAHHH!_**

**_..._**

**_..._**

**_Lincoln: Twilight that only makes you taller then me in Canada!_**

**_EQUESTRIA GIRLS_**


	8. EG Part 1 - A Whole New World

**_Alright, here's the last of the pre-written chapters. Not gonna lie to you all, I honestly like Equestria Girl's more then FiM and I have a lot planned for this and all the Equestria Girls movies and especially Sunset Shimmer so I hope you all enjoy this._**

* * *

_"Approaching Crystal Empire. All ponies stopping, please prepare to exit." _The conductor of the train announced over the intercom as he stopped the train at the station to the Crystal Empire.

On this train was none other than the Mane 6 as well as Lincoln Loud. They were there because of a letter Twilight old foal sitter and sister-in-law said sent her a letter saying she, Luna, and Celestia, were all meeting up at the Crystal Empire and would love it if Twilight and her friends could meet them there.

Cadence also asked if she could meet Lincoln for herself. Twilight's sent a letter to her telling her about how she opened a portal to another universe that ended up bringing the Loud boy to Equestria. Twilight explained that he had a device that let him turn into 'Aliens' as he called them, and she also began to hear rumors from other ponies and the newspaper that strange creatures have started showing up and helping around Ponyville. Needless to say, the Princess of Love was curious.

But back with the Mane 6 and Lincoln, they were currently walking towards Cadence's crystal castle. Lincoln was taking a bit of time to admire the scenery of literally everything being made of crystal. "So this is the Crystal Empire huh?"

"Yes, isn't it magnificent darling?" Rarity said as she was probably the pony who enjoyed going to the Crystal Empire as the sight of an entire Empire made of Crystal was a mare's dream come true for her.

"Yeah, kinda reminds me of Diamondhead's home planet." Lincoln said as he remembered when Tetrax needed his help to restore his planet and people with Chromostone and how the entire planet was basically entirely made of crystal.

Rarity's eyes widened at this. She's seen, and fanmared a bit, Diamondhead before. And an entire planet full of them. "You must take me there someday." Rarity demanded as she looked Lincoln in the eye with a serious look."

"Sure thing." Lincoln chuckled as he and the Mane 6 made their way into the castle.

As they were walking in, Applejack approached Twilight and said. "Hoo-wee! Your very first princess sumit. You must be over the moon, Twilight." The farm pony told her Alicorn friend.

"Oh, I'm excited." Twilight answered with a smile before her expression turned to a small frown. "But I'm also really nervous."

"You're nervicited!" Pinkie said as she suddenly came in on the two, startling them a bit. "It's like you want to jump up and down and yell, YAY ME!" Pinkie Pie emphasized her point by bouncing up and down.

"But you also want to curl up in a teeny-tiny ball and hide at the same time!" Pinkie continued again as she curled up into a tight ball to show her point. However, when she uncurled, a particular sound effect was heard that Lincoln recognized and made him look around.

"Where'd that come from?" The Loud boy asked nopony in particular as he swore he heard the Transformer's sound effect.

Pinkie then gave a big smile as she ruffled Twilight's mane a bit. "We've all been there!" The party pony reassured the princess.

"I'm there almost everyday." Fluttershy said as she averted her gaze.

"You wouldn't believe how much I felt it when I first got the Omnitrix." Lincoln reassured the Alicorn.

"You got no reason to fret, Twi." Applejack said as she faced the purple Princess. "Everythings gonna be just-"

But before the farm pony could finish, Applejack's marefriend suddenly rush up to Twilight and yelled. "Twilight!" Rarity yelled as she grabbed Twilight's cheeks. "Oh, sorry darling. But I just realized you're not wearing your crown. I know you don't like wearing it all the time, but don't you think if you're meeting with all the other princess's you should be wearing it? You haven't forgotten it back in Ponyville, have you?"

"It's in my bag." Twilight said as she gestured her head behind her. Everypony looked to see a bag with Twilight's Cutie Mark on it that Spike was patting. "I just feel a little self-conscious about wearing it. Even in front of the other princesses. I'm...I'm still not quite comfortable with all this Princess stuff."

"I haven't even gotten used to these yet." Twilight as she raised up her wings. She then started flapping them and raised up from the ground for a bit, but only for a few seconds before falling down. Even after a month of being an Alicorn she still wasn't used to flying.

"You're a princess Twilight! Embrace it!" Rarity said with a smile before she started having a mini fantasy. "I'm telling you, if I had a crown like that, I would never take it off. Why'd I sleep in the thing!"

"Not when were sleeping you don't." Applejack said as she gave her marefriend a deadpan expression with Rarity giving a sheepish smile in response.

Twilight simply looked away with a smile as she said. "Come on everypony, let's not keep the princess's waiting." Everypony muttered in agreement as they went off to the throne room of the Crystal Castle where the three other princesses were waiting.

With Twilight leading them, the group made their way to big double doors that lead to the castle's throne room. When Twilight opened them, they were immediately greeted by two rows of crystal pony guards playing trumpets to welcome them as that had flags with Celestia's Cutie Mark on them. In front of them was the three princesses of Equestria in front of the Crystal Empire Throne.

As Twilight walked forward and looked around at the rather...eccentric welcoming for her, she ended up bumping into somepony. She looked up and saw it was a Pegasus stallion with blue eyes and melanin colored fur and a blue mane and tail. He was wearing gold colored armor that hid his Cutie Mark.

After Twilight bumped into him, she quickly backed up as the Stallion announced. "Her highness, Princess Twilight Sparkle!"

Once he had the announcement, the princesses all walked up to Twilight with Cadence giggling and giving her sister-in-law a nuzzle. "Twilight! I haven't seen you since the coronation." Cadence said, excited to see the purple Alicorn again.

"Hey, what's up." Lincoln said as he and the rest of Twilight's friends walked up to the princesses.

Cadence looked up and Lincoln and quickly deduced this was the one Twilight talked about in her letter and gave the Loud boy a smile as she held a hoof out. "You must be Lincoln, it's so nice to meet you!"

Lincoln kneeled down to Cadence's level and shook her hoof with his hand and said. "Same. You must be Cadence, Twilight's told me about you."

"She's told me about you as well." Cadence said as she and Lincoln separated limbs. "I've heard your quite the character."

"Well I'm only as good as the author writes me." Lincoln said as he stuffed his hands in his hoodie pockets.

"What?" Cadence asked with a confused expression.

"Not important." Lincoln quickly shrugged off while sending a wink to the audience before turning back to Cadence. "But yeah, I'm quite the unique individual, not to brag."

Cadence giggled in response as she said. "Well I would love to get to meet you, maybe I can show you around the castle while we talk?" The Princess of Love offered.

"Hey, that sounds pretty fun." Lincoln said before he turned to the Mane 6. "That cool with you guys?"

"Go ahead!" Twilight said with a smile as the rest of her friends nodded.

Lincoln gave them all a thumbs up as he turned to Cadence. "Lead the way."

"Ok, so, what are these 'Aliens' Twilight told me about?" Cadence asked as everypony saw them leave the throne room and into the hallways of the castle.

Once that was done, Celestia walked up to her former student and said. "We have so much to discuss." Celestia said as her sister Luna walked next to her and nodded. "But it can wait, why don't you all get comfortable in your rooms and we can discuss everything tomorrow."

Everypony chattered in agreement as they went off to the rooms that were set up for them.

* * *

Back with Lincoln and Cadence…

"OH MY CELESTIA! AHAHAHAHAHA! ARE YOU SERIOUS?!" Cadence laughed harder than she ever has before, forcing both her and Lincoln to stop so she could let out her howls of laughter.

"It...seemed like a good idea at the time." Lincoln said as he lowered his head and scratched the back of it with an embarrassed blush came to his face. Currently Lincoln was telling Cadance about the time him and his best friend Clyde set up a 'Girl Guru' stand to raise money for a fundraiser.

"Did you seriously get hit with salt and vinegar pies at the end?" Cadance said as it was taking all her strength and willpower not to fall on her back and clench her gut laughing.

"Yeah, yeah, laugh it up." Lincoln said grumpily as he crossed his arms and looked away. "At least I didn't do something as stupid as you about a crush."

"Ahahahaha, yeah me and Shiny did some crazy things to get each other's attention." Cadence laughed as she wiped a tear of laughter from her eye. She ended up sharing some stories from when she was a teenager and the crazy things she and Shining Armor did to get each other's attention and with a lot of them being...to put it bluntly, completely stupid.

"Well, it's settled. We're both idiots." Lincoln settled for them as Cadence giggled in response.

"I guess we are." Cadence laughed a bit as they approached a set of doors that were larger then than the others. "Oh, this is my room. Wanna see?"

Lincoln rose an eyebrow as he asked. "Are you sure that's ok?" He didn't want to invade someone else's privacy, especially a princess.

Cadence simply rolled her eyes at the Loud boy and said. "Lincoln, it's fine. It's just me and Shining's bedroom." Cadence reassured him before turning around and smirking and muttering under her breath. "Besides, it's not like it's me and Shiny's _special_ room."

"What was that?" Lincoln asked, not quite hearing what Cadence said.

"Nothing!" The pink Alicorn quickly said as she opened the doors. "Anyway, it's perfectly fine."

"If you say so." Lincoln said with a shrug as he followed Cadence inside. Once inside he saw that the very middle of the room had a giant bed worthy of a princess made of the finest materials along with giant blankets and pillows.

He saw there was a vanity with a big mirror and make up over it and draws that most likely contained similar items. Near the side of the room he saw some pony manikins with armor on them. Most likely belonging to Twilight brother and Cadence's husband Shining Armor as Twilight told them that he used to be the head of Celestia's royal guard.

"Nice~" Lincoln said as he looked over the room. "You royal's sure know how to live."

Cadence giggled in response as she said. "Oh, it's nothing special really." Cadence said modestly. Just then she looked around the room, seemingly to make sure nopony else was in there right them.

Cadence then gestured Lincoln to come closer to her. The white-headed boy raised his eyebrow at this but decided to kneel down to get on Cadence's level. The Princess of Love then whispered to Lincoln. "So hey, I have something I wanna tell you. But you can't tell anypony else, especially Twilight. I want it to be a surprise for her."

"My lips are sealed." Lincoln reassured the pink Alicorn. Cadence then began whispering to Lincoln at a volume quiet enough that surely only he could hear. Lincoln's eyes widened when Cadence finished as he said. "Woah, are you serious?"

Cadence gave a gleeful smile and a nod. "Well congratulations!" Lincoln said to the Alicorn princess with a big smile of his own.

"Thanks!" Cadence said happily before giving Lincoln a serious look. "Remember, no telling."

"Don't worry I won't." Lincoln said as he rose his hands up. Just then Lincoln's eyes looked out the window behind Cadence and saw it was pitch black outside. "Woah, it's later than I thought."

"Yeah, guess we talked for longer than we thought." Cadence said with a sheepish chuckle at how long the two ended up talking to each other. "We better get to bed, there's a room about 3 doors away you can use."

"Thanks, have a good night Cadence." Lincoln said as he exited the Alicorns bedroom.

"Good night Lincoln." Cadence as she jumped up to her bed and got comfy. Unfortunatly for her Shining Armor was away on a mission right now, but she would be fine sleeping on her own for a few nights.

* * *

In Twilight's room, she was currently sound asleep in her bed as Spike was sleeping in a basket a little bit away from Twilight bed. Next to Twilight's bed was a nightstand with a lamp on it, as well as Twilight's crown. The crown as gold and the centerpiece was none other than Element of Magic. The most powerful of the elements of harmony was a dark pink jewel in a similar shape to Twilight's Cutie Mark.

Both the Alicorn and Dragon were sound asleep, and due to this they were unable to notice a turquoise magic aura cover itself on the doorknob and open the door up. Just then a pony snuck into the purple Alicorn's room. Their appearance couldn't be seen due to a cloak they were wearing.

The pony made their way over to Twilight's bed, passing by Spike still sleeping in the basket. They walked up to the nightstand and looked at Twilight's crown before their yellow horn glowed turquoise as they picked up the Element of Harmony. As they picked it up, they ended up accidentally knocking the lamp off, but the cloaked pony quickly picked it up with their magic and set it on the nightstand again.

The figure looked to see if Twilight and Spike were still asleep. Once they saw they were, the clocked pony slipped the crown under their cloak and then brought up decoy crown to put in the real one's place.

Once they made the swap, the figure started to walk away. However, they didn't notice that Spike rolled around in his sleep, causing his tail to spread out right in front of the cloaked pony. This caused the mystery pony to trip and crash forward, causing both Spike and Twilight to awake.

"Huh! What?!" Spike said as he woke up from his tail being pulled on.

Twilight then looked around and saw the cloaked pony in front her. The cloak parted a bit, but this was enough for Twilight to see the saddle bag the mystery Unicorn was wearing and see her crown inside. "My crown! She's got my crown!" Twilight shouted as she pointed at the thief.

The cloaked pony quickly started to run away as Twilight and Spike got up and started chasing the cloaked Unicorn. "Stop! Please!" Twilight yelled as she gave chase to the thief. "She stole my crown!"

Twilight yelling caused the rest of her friends to wake up and quickly leave their go and try to aid their friend in the chase.

In Lincoln's room, the human shot up from bed with a sleep expression on his face. "Huh-who-what?!" Lincoln said as he looked around with his brain still trying to reboot from suddenly being woken up.

Back with Twilight, as she chased the cloaked figure, her horn glowed purple as she suddenly disappeared and teleport right in front of the cloaked pony. "Stop!" Twilight ordered. But she watched as the cloaked pony kept running as their own horn started glowing a bright turquoise color.

Suddenly the figure did their own teleportation spell and teleported right behind Twilight. The figure's teleportation caused their cloak to come off revealing their appearance. They turned out to be a mare with yellow fur to match her horn, cyan eyes, and yellow and red striped mane and tail. Their Cutie Mark consisted of a sun that half yellow and half red with the center of the sun being a darker yellow with red in it.

The mare looked at Twilight with a cocky smirk, the crown still in her saddle bag, before she started to run again. Twilight quickly ran back after her and started closing in, even using her teeth to try and catch her tail.

When that didn't work, Twilight straight up tackled the unicorn leading them both to go tumbling into another room. The room that held the crystal mirror. When both mares feel to the floor, the crown came flying out of the yellow Unicorn's saddle bag and ended up bouncing around the room. Right as the rest of the Mane 6 came into the room, they witness as Twilight's crown ended up flying towards the mirror, and when it touched it the mirror glowed, and the crown was sent right into the mirror.

The Mane 6 all gasped as they witness the crown getting sent right into the mirror as Twilight faced the Unicorn who stole her crown and said. "What did you do?"

However, the thief simply gave a cocky smirk as she teleported in front of the mirror and said to her. "Sorry it had to be this way." The unicorn said in a cocky tone and if you listened closely enough, complete bitterness. Especially when she finished by saying. _"Princess!"_

And with that, the Mare jumped into the mirror herself. Disappearing into it as the Mane 6 gasped again. Just then footsteps were heard as everypony watched as a still sleepy Lincoln came up to everypony. "I-I'm here! Wh-what's g-going on!?" He asked as the Mane 6 all gave him nervous looks.

* * *

**_THE NEXT MORNING_**

The following morning, the Mane 6, Lincoln, and the princesses were all gathered in the throne room. Currently the Mane 6 just got done explaining the situation of what happened last night to the Princesses.

"Damn it!" Lincoln cursed as he looked down in shame and tightened his fist. "If only I had been faster, I could have stopped it!"

"It's alright Lincoln." Twilight reassured the human as she looked down. "None of us could have been prepared for last night."

Celestia hummed in thought as she took in everything Twilight and her friends told her. "The way you described her, it must be Sunset Shimmer." Celestia explained as everypony gave the Princess of the Sun a confused look. "She's a former student of mine."

Everypony gasped at the information as Rainbow Dash asked. "She used to be your student?!" The Pegasus yelled in surprise.

"Yes, in fact she was my personal student before Twilight." Celestia further explained as she pointed a hoof towards Twilight, who's eyes widened in surprise.

Just then Cadence lowered her head as a sad look came to her face. "Sunset…" Cadence muttered in a depressed tone.

Everypony looked to Cadence with a concerned look as Lincoln asked. "Cadence are you alright?"

Cadence gave a sigh as she gave an explanation for why she suddenly turned sad. "Well, you see, I actually used to foal sit Sunset when she was young before Twilight." Cadence explained as everypony's eyes widened a bit at the information. "She was really shy and nervous around everything when she was young but I loved spending time with her. In fact, she had a lot of things in common with Twilight, and when Twilight became Celestia's student as well and I started foal sitting her as well, I wanted to introduce you two to each other so you could possibly be friends."

Cadence smiled at the happy memories before she frowned again as sadness overtook the pink Alicorn again. "But she eventually grew out of needing me apparently. And then one day she left due to a completely petty reason...and she never even said goodbye to me. Ever." Tears began to build up at the memories of the mare she used to foal sat betrayal and especially at not getting a proper goodbye.

"Why'd she leave?" Applejack asked as Luna went to comfort Cadence.

"She grew jealous of Twilight." Celestia answered as everypony looked to the purple Alicorn.

"Oh me?" Twilight asked as she pointed a hoof towards herself.

"Yes." Celestia answered with a nod. "When I took you in as my student, she started to get bitter and jealous of the time I spent on you. She eventually became cruel and dishonest. I tried to help her, but she ended up abandoning her studies and pursued her own path. One that sadly led to her stealing the crown.

"She tried to replace Twilight's crown with this." Spike said as he held up the fake crown Sunset Shimmer tried to replace with Twilight's real one.

Celestia moved her head down to inspect the fake crown and said. "I suppose Sunset Shimmer thought she wouldn't notice right away that this was not yours. And by the time you did, it would be too late to go after your own crown and Element of Harmony."

"But I don't understand. Where did she go? Where did she take the crown?" Twilight asked with confusion in her voice.

"From what you guys told me the crown and Sunset ended up going through that strange mirror." Lincoln said as he and everypony else followed Celestia as she started walking away.

"You'll soon know more about this place then even I do." Celestia told her former student as she led the group through the halls of the crystal castle.

The room Celestia led everypony was the room the mirror that Sunset went through was in. Princess Luna stepped up and begun explaining. "This is no ordinary mirror, it is a gateway to another world, a gateway that opens once every 30 moons."

"Hey wait a minute." Rainbow Dash suddenly spoke up. "Gateway to another world? Like the kind that brought Lincoln here? I thought it took Alicorn magic to open those kinds of portals up."

"Hey yeah, what gives?" Lincoln asked as he gave an accusing glare to the royal sisters.

"This is a little different than that particular spell." Luna explained as suddenly Pinkie put her hoof on the mirror causing it to sparkle.

"Ooooh! Sparkly!" Pinkie said as Luna gave an annoyed look and used her magic to remove Pinkie from the portal.

"It's a special portal created by Starswirl the Bearded that uses the magic from the moon to open up the gateway." Luna explained as everypony nodded at the lunar princess's words. "It's always been kept in the Cantorlot Castle, but when Princess Cadence took over the Crystal Empire, we sent it here for her to watch over."

Princess Celestia then walked up to the group with a serious look on her face. "I had always hoped Sunset Shimmer would use it to return, to come back to Equestria seeking my guidance." She said as she closed her eyes. "Obviously, this is not what happened."

Twilight currently help but feel uneasy at the tension coming off the solar Princess. Just the Cadence looked to the purple Alicorn and said. "Twilight, you must use the mirror to go into this other world and retrieve your crown." Cadence said as Twilight started moving towards the mirror portal. "Without it, the other Elements of Harmony have no power, and Equestria without one of its most important means of defense."

Twilight nodded as she looked at the mirror portal in front of her with a nervous expression. "Your crown does not belong in the place Sunset Shimmer now calls home." Luna said seriously as she looked to Twilight. "And in her position, your Element of Harmony will no doubt be used to bring harm to the inhabitants of this other realm. They will not have the power to defend themselves."

Luna then levitated a saddlebag onto Twilight as Celestia stepped up to her former student. "Do you understand the importance of your task?" Celestia asked the purple alicorn in a serious tone.

"Of course." Twilight instantly answered as she looked to the Princess of the Sun.

"Good. Then you must go at once." Celestia told Twilight.

Twilight took a deep breath to ready herself for her important mission and then started walking forward, closer to the mirror.

But just then Rainbow Dash quickly rushed forward in front of Twilight and stopped the Alicorn in her tracks. "Woah! Woah! Woah! She's goin, we're goin with her!" Rainbow Dash said as the rest of the Mane 6 appeared at her side. "Right girls?"

"Ooh! I'm so nervicited!" Pinkie cheered with a nervicited smile on her face.

"You do realize that's not a real word, right?" Applejack said to the pink pony with a deadpan look.

Twilight gave her friends a grateful, but then Celestia said. "I'm afraid I can't let you go." The solar Princess told everypony.

"What?! Why not!?" Rainbow Dash demanded to know.

"Sending all of you could upset the balance of this alternate world," She explained to the group of ponies in front of her. "Creating havoc that would make it impossible to get the crown back from Sunset Shimmer."

"Then I'll go with here!" Lincoln said as he stepped forward.

Celestia however shook her head and Lincoln and said. "I thank you for the offer Lincoln, but I already said any more of you going could create imbalance."

"Yeah, but they belong in this world." Lincoln said as he pointed the Mane 6, minus Twilight, as he continued talking. "If I'm not causing any imbalance here, I shouldn't cause any imbalance there so I can safely help out."

Celestia sighed as she began saying. "Look, Lincoln-"

But Celestia was quickly interrupted by the Loud boy as he said firmly while looking the Sun Princess right in the eyes. "I'm going. I'm not taking no for an answer." Lincoln said sternly before he rolled out his sleeve to show off the Ultimatrix. "And I can and will use violence if you try to stop me."

Celestia glared hard at Lincoln's eyes. Everypony quickly got nervous as they started backing up as the Ultimatrix user and solar Princess glared each other down. They feared an actual fight could break out between the two. But ultimately, Celestia sighed as she said. "Fine. I suppose some back up would be good."

Lincoln rolled up his sleeve and walked next to Twilight and crossed his arms. "So, it's decided then." Lincoln said directly to the ruler of Equestria before turning to Lincoln. "Anything else we need to know."

Luna shook her head to ease herself of the previous tension and used her horn to create an image of the moon moving high in the sky. "On the third day, when the moon reaches its peak in the night sky, the portal will close. And once it does, it will be another 30 moons before you will be able to use it to return."

"Alright, get the crown back before the end of the third day, got it." Lincoln said as he punched a fist into his palm. He then turned to Twilight and asked. "You ready?"

Twilight swallowed a lump in her throat as and nodded. "As ready as I'll ever be." The Alicorn answered nervously as the two started walking towards the portal.

When they were right in front of the portal, Lincoln said. "On the count of three?" Twilight took a deep breath and nodded in response. "One...two...THREE!" When Lincoln got to three, the two decided to just go for it and jump right into the mirror, disappearing into the portal.

When the two disappeared, Spike watched with a panicked look before he suddenly bolted towards the mirror. "SPIKE NO!" All the ponies yelled as they watched dragon continue running towards the portal and could do nothing as the dragon suddenly jumped in.

Inside the portal, Lincoln, Twilight, and Spike found themselves flying through a rainbow vortex and screaming as they were sent swirling towards a bright light.

"AAAAAAAAAAAAAAAAAAAAAAAAAAHHH!"

"AAAAAAAAAAAAAAAAAAAAAAAAAAHHH!"

"AAAAAAAAAAAAAAAAAAAAAAAAAAHHH!"

And then all three of them were blinded by an incredibly bright flash of light.

* * *

"Ugh...my head." Lincoln groaned as he rubbed his head and sat up. He tried to open his eyes but winced a bit as sunset suddenly hit him.

"What happened?" He heard Twilight's voice next to him.

"Uh, Twilight…" They heard Spike's voice in front of them.

"Spike. You're not supposed to...Spike?" Twilight was saying but when she regained her vision and looked to where Spike was talking, she saw what appeared to be a dog with Spike's colors such as having purple fur, and a light green furred under belly with darker green floppy ears. He was also wearing a spiked collar with a yellow pendant that had a heart in it. "Are you a dog?"

Spike looked over himself, turning around a few times and said. "I think so." The dragon turned dog answered.

"Ah, my heads killing me." Twilight heard Lincoln groan as the two faced each other.

"Lincoln, are you ok?" Twilight asked with concern as she watched Lincoln rub his head and open his eyes completely to look at her.

"Yeah, it's just a head...woah." Suddenly Lincoln forgot all about his headache as he looked at Twilight with widened eyes.

"What? What's wrong!" Twilight quickly asked in a panicked tone.

"Uh, hehe, well you just might wanna take a look at yourself." Lincoln said with a small smirk and a chuckle at what Twilight had become.

"Huh, what do you-" Twilight was saying as she brought your hooves to her face...only the weren't hooves. They were hands. "What?" Twilight gasped as she looked over herself and saw that she had ended up turning into a human just like Lincoln. She had purple skin and her eyes were the same and her hair went down past her back. She wore a light blue blouse with a dark pink ribbon and a purple skirt that had her Cutie Mark on the side. She also had long purple boots with black bottoms and dark pink socks. And the saddle bag she had one ended up turning into a backpack.

"AAAAAAAAAAAAAAAAA-" Twilight screamed before Lincoln put his hand over her mouth.

"Stop screaming! It's alright! You're just a human now!" Lincoln said in a reassuring tone as he still held his hand over Twilight mouth. Twilight nodded in response as she tried to calm down. "You're fine. Ok?" Lincoln continued to hold his hand over Twilight mouth as the Alicorn turned human nodded again. "You're not gonna scream?" Twilight nodded in response as Lincoln removed his hand from Twilight's hand.

"Ok, I'm ok. I'm ok. I'm ok." Twilight said to herself to calm down. After a few deep breaths, she finally calmed down a bit and said. "Ok, I'm good."

"Well at least we got a human here with us otherwise we'd have no idea what to do." Spike said with a sigh of relief.

"Yeah." Twilight said as Lincoln gave them a thankful smile. "Wait, a second...human." Twilight then turned to Lincoln and looked him in the eye and said. "Wait, Lincoln, if I turned into a human here, do you think this is your world?"

Lincoln hummed a bit at the question as he scratched his chin in thought. "I'm not sure, the odds are infinity to one. Plus, humans don't normally have purple skin. And dogs don't have purple or green fur." Lincoln said as he looked around and saw more humans walking around with most of them having very unnatural skin colors for humans back in his world. "But this is still a human world meaning I got a bit of a home field advantage."

"Great! Cause we're gonna need every advantage we can get if we're gonna get my crown back!" Twilight said as she looked at her hands for a moment before making a fist with one and punching it into her open palm like she sees Lincoln do sometimes.

"Right! Come on, let's go!" Lincoln said with a determined expression. Twilight nodded...but didn't get up off her knees. "You, uh, you gonna get up?"

Twilight looked to herself and looked at her legs before giving Lincoln a sheepish smile and saying. "Could, uh, could you help me up please?"

Lincoln rolled his eyes before walking up Twilight and offering his hand to her. "Here, take my hand." Lincoln said as Twilight looked at her hand for a moment and wiggled around her fingers. She then steadily moved it over to the hand Lincoln offered and wrapped her fingers around it.

Once it was secure Lincoln gently pulled Twilight up to her brand-new feet. When she was standing, Twilight quickly lost her balance due to not being used to being bipedal. Luckily, Lincoln was able to watch her before she fell. "Ok, easy does it." Lincoln said as she helped Twilight balanced herself. "Look, if you wanna fit in, you gotta learn to act and behave like a human."

"Yeah, and I better get used to it fast. We only have 3 days to find my crown." Twilight said as she tried to copy what she's seen from Lincoln and started walking around a little to get used to her head. She then walked in front of Lincoln and looked between him and herself and couldn't help but give Lincoln a smug smile and cross her arms. "I'm taller then you now."

Lincoln's eyes widened as he compare the height of himself and the purple skinned human and said. "No way, we're the same height!"

"Actually..." Twilight said as she looked to her hand for a bit before straightening it out and using it to measure the maximum height of herself and Lincoln. "I have about 2 millimeters on you."

Lincoln gave Twilight a deadpanned look in response and said. "Twilight, no one counts millimeters here!" The Loud boy told the Alicorn turned human. "That only makes you taller then me in Canada."

Twilight was about to retort, but noted the last word Lincoln said. "I don't know what this Canada is, but it sounds very weird."

"It is." Lincoln confirmed with a nod. "But come on, we gotta get back on track.

"Hey, why don't we check out that castle over there?" Spike suggested as he pointed a paw forward. Lincoln and Twilight looked in front of them and saw a big two story building with windows all over the walls, horse head statues on the corner of the roof and a dome at the top with a big block on top of that with the very tip top of the clock having a red flag.

"Good idea Spike! Let's go!" Twilight said before Lincoln stopped her by grabbing her arm.

"That's not a castle." Lincoln said simply as he looked over the building.

"It's not? Then what is it?" Twilight asked as she looked over the building and noted how many similarities it had to a castle.

"It looks like a High School." Lincoln told them as the Equestrian's gave him raised eyebrows. "It's building where you go for education."

"Education!" Twilight said excitedly as she stared at the building with stars in her eyes. "That should give us all the information we need about this world and getting my crown back! Let's go!" Twilight then quickly started running towards the place of learning.

"Twilight wait! Not so-" Lincoln was yelling but stopped and wince when Twilight tripped and fell on her face. "Fast."

Lincoln and Spike quickly walked over to the Alicorn turned human as she raised her dazed face. "Ooooow." The purple skinned girl groaned as Spike walked in front of her face.

"Twilight, are you ok?" Spike asked with a concerned look.

Twilight gave another groan as Lincoln knelt down and offered his hand again. "Maybe stick to just walking for now." Lincoln said with a small smile and being forced to hold in a snicker.

"Yeah. Walking sounds good." Twilight said as she took Lincoln's hand again and let the white head help her to her feet.

With Lincoln's help, Twilight and Spike were able to go up the stairs leading to the high school, once they reached the doors, Twilight saw they didn't have a knob on them and tried to use her magic to open it...only she couldn't. "My magic, it's gone!"

"Makes sense." Spike said as he looked up at the now teenage girl. "You don't exactly have your horn."

Just then Twilight rushed up to Lincoln and grabbed his hoodie and asked in a panic. "Humans can use magic right?!" She asked desperately.

"Well, sort of." Lincoln said as he pushed Twilight off him. "At least in my world, humans are capable of learning how to use magic by drawing power from a separate realm named the Ledgerdomain, but I have no idea how it would work here. Heck, I don't even know how to use magic in my own world."

Twilight made a loud groan as she hung her head low. "Great…" She complained with a sigh.

Lincoln gave Twilight a reassuring smile as he patted her shoulder. "Relax, it'll be fine. We just need to find your crown, grab it, and get the heck outta dodge. Easy." Lincoln told the Alicorn told human as she raised her head up to look at him. "Come on, let's head inside."

Twilight watched as Lincoln simply gave the class door a light push and opened it up completely for the Equestrians. "Here, after you two."

"Thanks Lincoln." Spike and Twilight said in unison as they entered the High School and looked around with Lincoln following close behind. When they entered the High School, Twilight and Spike quickly started to look around the place.

Just then Twilight gaze caught onto a glass case filled with first place trophies, ribbons, and banners. Twilight and Spike walked up the trophy case with Lincoln following them to make sure the two wouldn't get into trouble. Once Twilight approached the trophy case, she put her hands on the class as Spike peeked his head up to look. "What do you two think? Other artifacts she stole from Equestria?"

"No this is just the School Trophy Case." Lincoln answered as he walked up next to Twilight.

"Trophy case?" Spike asked as he looked up the white head.

"Yeah, schools have teams for things like sports and academics and compete with other schools to see which team is better. And then the winning team gets trophy or an award of some kind and their put here for the whole school to see." Lincoln explained as Twilight looked at all the trophies again.

"Well that's a relief." Twilight before she noticed she could see her reflection in the glass and her full human body. She took her time to look over herself before she turned to Lincoln. "Ok, I don't how long were gonna be here, so Lincoln, can you tell me some basic human information so I can fit in a little better."

Lincoln scratched his chin as he thought about which things to tell Twilight. Once he was done thinking, he said. "Ok, first off, you gotta start using my terminology. Like everybody, anybody, somebody. None of that pony talk. Also, in scenario's where you would say Celestia, either say gosh or God." Lincoln explained as Twilight nodded her head and made sure to memorize what Lincoln was saying. "If a bathroom is labeled with a stick figure, it's the boy's bathroom, if it's labeled with a stick figure in a dress, it's the girl's bathroom. Keep your cloths _on_! Don't use your mouth to pick up stuff or write with. And finally, if anyone ask, Undertale is the best RPG of all time."

"Terminology, bathroom, cloths, hands, Undertale. Got it!" Twilight said as she listed off what Lincoln said with her finger and nodded with a serious look, determined to remember these things so she can properly fit in with the humans.

Lincoln mentally chuckled at the last bit but kept it to himself. Just then they heard the bell ring and looked up. "Uh-oh." Lincoln said as he knew what was about to happen.

"What's happening?" Twilight as she looked for the source of the ringing bell. Just then Lincoln took Twilights hand and picked up Spike as he quickly started running for cover. "Lincoln! What's going on?!"

"Quick! We gotta take cover!" Lincoln said as he started running towards a row of green lockers. Luckily, they made in time to avoid a crowd of students that started flooding the center of the high school.

"Woah, that was a close one." Spike said with relief as he jumped down from Lincoln's arms.

"Yeah, you wanna watch out for when the bell rings." Lincoln warned them as he let go of Twilight's hand. "It's everyone for themselves when the bell rings."

"Alright, now that we've avoided that," Twilight begun saying as she straightened up her skirt. "We can get to looking for-OW!" As Twilight talked, she walked forward and ended up walking straight into an open locker door.

"Oooooh!" Lincoln and Spike winced as Twilight fell down onto her butt.

"Oh shoot! Sorry about that!" A male voice apologized to the purple skinned girl. Twilight rubbed her head and looked up to see a boy with a blue mohawk and blue eyes and melanin skin. He wore a black jacket with a red, white, and blue strip on the center and sleeves, a white shirt with a lightning bolt on it and jeans with black and white shoes.

The boy offered his hand to help Twilight up, and the purple skinned girl looked at it for a second before taking it and the boy helping her up. "You ok?" He asked Twilight.

"Uh, yeah, thanks." Twilight said a little sheepishly.

The boy gave Twilight a small smile in response before he started walking away. Lincoln then walked up to Twilight and said. "Ok, new human rule, look before you walk." Lincoln said in a joking tone. Twilight and Spike simply gave him a deadpanned look in response. Lincoln cleared his throat awkwardly before he said. "L-let's just keep looking."

"Yeah." The Equestrians said in unison as the three went off again.

The three walked around the high school for a little bit. Twilight made sure to look at everything extensively to get a knowing for her and asked Lincoln a question about everything she thought would be important to which the Loud boy answered every one of them.

Lincoln also told Spike to keep his mouth shut when around other people as talking dogs weren't exactly a common occurrence.

Thankfully as they were exploring the educational institute, Twilight got much better at the use of her new body parts like her hands, legs, nose, and ears. And as they were walking past a row of lockers…

"I'm so sorry. I just found it and I thought I should give it to her. I didn't know you had dropped it." They heard a rather timid and soft voice say from around the corner.

"Did you hear that?" Spike asked as he raised on of his green floppy.

"Yeah…it, it sounds really familiar." Lincoln said as he's swore, he's heard that voice before but couldn't put his finger on it.

"I think it came from over here." Twilight said as she pointed the end of the row of lockers.

Lincoln, Twilight and Spike all peaked their head behind the corner and saw two girls having a conversation. The first girl they saw looked extremely shy and scared of the situation she was in and looked _extremely _familiar. She had light yellow skin and blue eyes with long pink hair with a butterfly clip in it. She wore a sleeveless white tank top and yellow backpack with a green skirt with pink frills that had three butterflies on it and green boots with white bottoms.

They couldn't see the second girls face due to her back being turned to them, but they could see she had yellow skin, red and yellow striped hair, a leather jacket, an orange skirt, and black boots with pink marks on them.

"Well, I did, and I was about to get it before you swooped in and ruined everything!" The red and yellowed haired girl yelled to the pink haired girl rudely. "You shouldn't pick up things that don't belong to you."

"It…doesn't really belong to you either." The shy girl said quietly. Just then she was pinned to the lockers as the mean girl slammed her hands on the ones behind the shy girl causing her back into them and look up at the mean girl fearfully.

"Excuse me?" The red and yellow haired girl said threateningly.

The shy girl whimpered as she slid down onto the floor and whimpered out. "Nothing."

Lincoln and Twilight started glaring at the mean girl with Spike embracing the dog he had become and started growling. "That's what I thought." The mean girl said to the small one in a mocking tone. "It's as good as mine and you know it. You really are pathetic! It's no wonder your best friends are all stray animals!"

At this point Lincoln and his group couldn't just watch anymore as the Loud boy stepped forward and yelled at the mean girl. "HEY! LEAVE HER ALONE!"

"How dare you speak to her that way!" Twilight yelled in addition to what Lincoln said.

"What did you two say?" The mean girl challenged allowing them to see her face and her cyan eyes and magenta shirt that had a particular sun mark on it.

Lincoln and Twilight then stomped forward with the mean girl doing the same leading to Lincoln and Twilight staring the mean girl down. And all by standers nearby quickly got out of there while they could.

"She said how dare you speak to her like that." Lincoln said in his own threatening tone. "Or else!"

The mean girl simply scoffed and gave the white head a cocky grin. "Or else what?" She challenged while putting her hands to her hips.

Lincoln glared the girl right in the eye as his right hand twitched, he had to fight off the urge to go hero and kick this girl's ass. So, Lincoln simply gave a warning. "You don't wanna know 'or else."

The bully simply rolled her eyes and said. "Right, I'm so scared." Sarcasm practically leaked out of her voice.

"You don't have any right to talk to her or anypo-one, like that!" Twilight said while having to correct herself from using Equestrian terminology.

The bully simply scoffed again as she said. "You two must be new here. So, let me give it to you straight, I can talk to anyone _anyway _I want." She then flicked Twilight's chin, causing the purple skinned girl's head to go up. "Got it!" She then went in to flick Lincoln, but just then the Loud boy's hand came in quicker than she could see and grabbed her wrist in a vice grip that caused her to wince and try to pull back. "H-hey! Let go!"

Lincoln simply narrowed his eyes as he tightened his grip causing Sunset's to wince even more and force herself not to scream in pain as she legs started trembling. "Now listen here you." Lincoln said in a dark threatening tone that even surprised Twilight. "I've dealt with far more then you can even know, some like you, some a lot worst. And I'm just gonna let you know, compare to most of them, you're nothing but petty small fry. So, do yourself a favor, and _back off!_" Lincoln finished by throwing the bully to the ground on her butt.

Once she was on the ground, she looked to her now red and throbbing wrist and looked to Lincoln and Twilight with a completely pissed look in her eye. "You two just made a horrible mistake." She said through her teeth as she got up and rubbed her wrist. "You just made a _dangerous _enemy." And with that, the bully walked away as Twilight and Lincoln glared at her.

Once she was gone, everybody nearby looked to Lincoln with widened eyes and dropped jaws, looking like they couldn't believe what they just saw. "What? What are you are lookin at?" Lincoln said in an annoyed tone causing everyone in the hallways to flinch and go about their business and pretend that nothing's happened.

They then turned to the shy girl who was looking just as shocked, if not more so, then everyone else that watched the scene go down. Lincoln then looked her in the eye making her flinch. "You alright?" Lincoln asked as Twilight stood next to him.

The shy girl shook her head a bit to snap out of her shocked state as she said to the two of them. "I can't believe you two just did that." She said in a surprised but still quiet tone.

"Well we couldn't just stand there." Twilight said simply with Lincoln nodding in agreement.

"Well, it's just that nobody ever stands up to _Sunset Shimmer_." The shy girl said as Lincoln and Twilight's eyes widened at the information.

"_That _was Sunset Shimmer?" Lincoln asked as he looked down the hallway the mean girl went down that turned out to be the very person, they went here to get the crown back from.

"You've heard of here?" The pink haired girl asked.

"Sort of." Twilight answered vaguely.

"I don't think I've seen either of you here before." The light-yellow skinned girl said as they both tensed up when she said that. "Did you transfer to Canterlot High from another school?"

"Uuuuuuuuh…" Twilight was trying to think of a way to answer that question, but luckily Lincoln came to the rescue and spoke up.

"Yes! Yes, we did!" The Loud boy said quickly. "We were, uh, just looking around the place right now." Lincoln then completely looked over the shy girl's body and thought. '_Ok, that's gotta be her.' _He then asked. "Say, your name wouldn't happen to be Fluttershy would it?"

The girl's eyes widened at this as she answered. "Y-Yes it-it is…how did you know that?" She asked shyly with a pink blush.

'_Crap! I should've thought this through more!' _Lincoln mentally screamed to himself as he was just now realizing that calling out the name of someone who's technically never seen you before must be both weird and creepy. '_Come on Lincoln! Think of something to say!" _Lincoln then cleared his throat awkwardly as he said. "W-well we j-just heard about a g-girl with pink hair that was good with a-animals and I just assumed."

"Oh, I see." The human Fluttershy said quietly as she looked down, thankfully buying the excuse.

'_Oh thank God!'_ Lincoln thought with relief. "Anyway, my name is Lincoln Loud and this is Twilight Sparkle."

"Yes, it's, uh, very nice to meet you." Twilight said with awkwardness in her voice at the fact she was having to introduce herself to a parallel version of a someone she was already good friends with.

Fluttershy gave them a greeting nod, but suddenly gasped as she smiled happily at a certain someone that was coming up next to Twilight. "Who's this little guy?!" Fluttershy asked eagerly as she got on her knees to be eye level with Spike, who had just come in and walked up to Twilight.

"That's Spike. My, uh, dog." Twilight said, also not used to calling Spike a dog.

"Oh, he is so cute!" Fluttershy cooed as she reached into her backpack and pulled out a dog treat and handed it to the dragon turned dog. "Go on, eat up, little pup!" Spike took a small bite of the biscuit, not sure how it would taste. But in his new dog form, it ended up tasting _really _good, so he ended up quickly eating the rest of the treat.

"Oh, wouldn't you just give anything to know what they're really thinking?" Fluttershy said as she watched the dog eat up the biscuit.

"Eh, take it or leave it." Lincoln said in a joking tone which made Spike give Lincoln an annoyed looked as Twilight couldn't help but giggle and kept her mouth shut about Spike being able to talk.

Twilight then put on a serious look as she asked Fluttershy, "Sunset Shimmer said you picked something up. Something that belonged to her. It wasn't a crown was it?"

"How did you know?" Fluttershy asked as she gave Twilight a confused look.

"Uh, lucky guess." Twilight said with a nervous smile as Lincoln lightly bumped her with his shoulder. "You wouldn't happen to still have it would you?"

"Uh-uh." Fluttershy said while shaking her head.

Twilight gave a disappointed sigh as she then asked hopefully. "Do you know what happened to it though?"

Fluttershy nodded this time and proceeded to tell the two what happened. She told them about how she was trying to hand flyers and get volunteers to Cantorlots animal shelter, but no one gave her a single glance. When Fluttershy dropped her flyers and curled into a ball and stared to cry, she was suddenly hit in the head and looked to see it was a crown that ended up giving her a hit on the noggin.

"I had no idea where it came from." Fluttershy said after she finished her story while petting Spike. "But I didn't want anything to happen to it, so I decided to give it to Principal Celestia."

Lincoln and Twilight looked to each other with surprised expression's as they said in unison. "Principle Celestia?"

They then turned to Fluttershy again with Lincoln asking. "Could you point us towards her office please?"

"Third door on the left." Fluttershy said with a smile as she pointed to the correct direction.

"Thank you!" Lincoln and Twilight said as they and Spike started to run towards said direction.

"Oh wait!" Fluttershy called out to them called out to them, causing them all to stop and look towards her. "You're not really supposed to have pets on school grounds." Fluttershy explained while pointing to Spike. "Might want to tuck him into your backpack. That's what I do."

Just then a bunny, cat, and bird ended up coming out of Fluttershy's backpack and cuddled up the light-yellow skinned girl with her happily hugging them back. "They just get so lonely when I'm at school all day."

Lincoln gave her a thumbs up as Twilight said. "Thank you!" Just then the day run leading to Fluttershy quickly standing up.

"I'm late for class!" The shy girl gasped as she quickly scooped up the animals in her backpack and ran off.

* * *

Just a few minutes later, Twilight and Lincoln made it to a door that said 'Principal's Office.' Spike was securely in Twilight's bag as Twilight herself started bowing. Lincoln gave Twilight a blank look and said. "Twilight, she's principle in this world, not a princess. You don't have to do that."

Twilight straighten up as an embarrassed blush came to her face as she said. "Sorry." Lincoln simply rolled his eyes and knocked on the door.

"Come in." They heard a familiar voice come from inside the room.

"Just let me do the talking." Lincoln whispered to Twilight who nodded in response. Lincoln then opened the door to the office where they saw a woman reading something from a file.

"How may I help you?" She said in the exact same voice as Princess Celestia back in Equestria.

"Hello, my name is Lincoln Loud and this is my friend Twilight Sparkle. We're new here." Lincoln introduced themselves as the women put the file down and they could see her hair was exactly the same as the Celestia they knew only without the flowing and sparkling. She also had white skin and purple eyes.

"Well it's nice to meet you two." Principal Celestia said with a kind smile. "Is there anything I can do for you two?"

"Yes actually." Lincoln answered as he looked around the office. "We we're told Fluttershy picked up a crown and gave it to you?"

"Yes actually." Celestia said as she picked up the file she was reading and walked over to a cabinet. "No idea how it ended up on the front lawn thought. But my sister Vice-Principal Luna put it somewhere for safe keeping.

Twilight bit her lip in worry as Lincoln remained calm and continued. "I see, so what's the deal with the crown anyway?"

"Well it goes to the winner of the Fall Formel Dance." The principal answered as she walked towards a calendar that had a date circled and labeled "Fall Formel." The event was 3 days from now, the day where the portal would close once the moon rose high up in the sky.

Celestia then continued explain details about the event. "Students vote for the one they want to be Princess of the Fall Formel most and the one with the most votes gets the crown." Celestia then gestured to three pictures framed beside each other. All of them were Sunset Shimmer winning the crown. The first one she looked genuinely surprised and happy. The second one showed her gloating a bit and pointing to her crown. And the third one was straight up her laughing manically.

"That's not foreboding at all." Lincoln said sarcastically as he looked at the three pictures. He then looked back to Principal Celestia and asked. "So, you just have to get the most votes to win the crown?"

"Yep." Celestia answered before giving Lincoln an apologetic smile. "Of course, only girls can run. It is the _Princess _of the fall formal after all."

"…Aw." Lincoln said in sadden tone as he looked down.

"But your friend Twilight here can still enter though." Celestia said as she gestured her hands to Twilight. "Would you be interested in running."

"Oh, I don't think-" Twilight was saying but stopped when Lincoln grabbed her shoulder.

"Say yes. If you win, we get your crown back." Lincoln whispered to the purple skinned girl.

Twilight rose a brow at Lincoln's statement, but ultimately decided to follow the white heads advice. "Uh, yes. Yes, I would."

"Well then you simply have to inform the head of the Fall Formal committee and ask her to sign you up." Celestia informed the two as they nodded.

"Alright, we'll go do that." Lincoln said as he pointed his thumb back to the door. "Thank you for your time ma'am."

"Your welcome, and if you two need anything else my door is always open." Celestia told the two kindly as they nodded and left the office.

When the two left, they continued walking towards the hall as Twilight turned to Lincoln and asked. "Lincoln, why didn't we just say the crown was mine and ask for it back?" The purple skinned girl asked with confusion.

They both stopped as Lincoln turned to Twilight and crossed his arms. "Twilight, if we explain the exact detail to her about how your pony princess from another universe that came here through a mirror portal, she'll think we're crazy."

Twilight rose a finger and rose about to make a retort…but couldn't. Honestly, before she met Lincoln, if you told her there was a world of bipedal creatures that looked like they did know, she would think they were crazy.

Just then Spike poked his head out of Twilight backpack and said. "Well why don't you just transform in front of her and show them we're telling the truth."

Lincoln gave Spike a deadpanned look as he said. "Yes, because transforming into a strange creature in front of someone who's probably never seen aliens or anything of the like before in a public place won't cause a panic at all." The Ultimatrix wielder said completely sarcastically.

Spike nervously chuckled in response and said. "Ok, that's a good point."

"Well, I guess if the only way to get my crown back is the become the Princess of the Fall Formel, then that's exactly what I'm gonna do!" Twilight said enthusiastically as she raised her hands into the air.

"…And how exactly do you plan on doing that?" Spike asked with a raised eyebrow.

"I have no idea!" Twilight said with the same enthusiastic tone and her hands still in the air.

This…was going to be something to say the least.

* * *

**_Man I'm so excited for this! Like I said I have a lot planned and I can't wait for you all to see it. _**

**_Sunset Shimmer is my absolute favorite character in the serious and I'm so happy to get to finally write her._**

**_So remember to fav, follow, leave a review and stay tuned for the next chapter..._**

**_Parallel Friends and Diaries._**


	9. EG Part 2 - Parallel Friends and Diary's

**_Alright, this chapter in particular I've been looking forward to for a while now. This sets up a lot of stuff for the future so make sure to read it if you really wanna keep up with the story. I've put a lot of work into it and I'm really proud of what I've done and I'm sure you guys will like it to._**

* * *

"Well this isn't going to be easy, but we have to win!" Twilight said determined as she and Lincoln walked side by side over to the school auditorium where the head of the Fall Formel Committee.

"Don't worry, with me on your side, you got this bag." Lincoln couldn't help but brag a bit as he rested his head behind his hands. "Back home I helped Lola win beauty pageants for years, this'll be a peice of cake."

"You really think you can get all those groups to vote for Twilight?" Spike asked as he poked his head out from Twilight's backpack. About a half hour earlier, they joined the human Fluttershy for lunch and Twilight told her about how she was gonna run to be Princess of the Fall Formel.

Fluttershy quickly told the two it was a bad idea and how Sunset Shimmer doesn't take well to having competition. But the two told her they couldn't back down and were determined for Twilight to win. Fluttershy then explained that if she really wanted to win, she would have to get all the different groups of students to vote for her which included the Althetes, the Fashionista's, the eco-friendlys, the rockers, the tech geeks, etc.

"I live with 10 sisters Spike; I know how to get groups of people on my side." Lincoln said confidently, believing in his abilities of persuasion.

Twilight couldn't help but roll her eyes in response, but simply went along with it. Lincoln was the human expert here so if she wanted any chance to try and win, let out fit in, she's gotta trust his judgement and advice. And it's been good so far, though he did make quite the scene with Sunset earlier when they confronted her.

Just then the two started to approach two blue doors and started to open them. "Well Fluttershy said the head of the Fall Formal Committee would be here." Twilight said as they entered what appeared to be a gymnasium.

They looked around and saw tables, chairs, speakers, balloons, streamers and even a disco ball set up. "Well this definitely looks like a place to have a party." Lincoln commented as they saw there were even streamers all over the floor.

And as they were looking around for anybody in the gym, they heard a familiar peppy voice yell. "INCOMING!" The two of them then looked up to see rolls of streamers falling from up above. Twilight and Lincoln quickly hit the ground as the streamers ended up covering them.

When the streamer onslaught was over, they got up and saw the person who were the streamers. Similar to when they first saw Fluttershy, she looked extremely familiar. She had pink skin and darker pink colored hair that was very poofy and resembled cotton candy. Her eyes were a bright blue and she wore a small blue short sleeved jacket over a white shirt with pink highlights and a pink heart on it. She had a purple ribbon around her wait a and a light purple skirt that had Pinkie Pie's Cutie Mark on it.

'Ok, I'd reconize that pinkness anywhere.' Lincoln thought as he watched what was without a doubt Pinkie Pie's human equivilent take one of the balloon marks off her skirt and for it to be an actual balloon as Pinkie started blowing it up.

As she was doing this, Lincoln and Twilight got up and walked over to her and with the former asking. "Excuse me but you wouldn't happen to be Pinkie Pie, the head of the party planning committee?" The Loud boy asked as the human Pinkie let the air out of the balloon causing her cheeks to be pushed back by the air.

She suddenly rushed up to Lincoln and Twilight and gave the both of them a strong and fast handshake. "Yepper-deppers! You two must be new here! It's super-duper nice to meet you two!" Pinkie said with enthusiasm and happiness that could only be rivaled by the other pony Pinkie Pie.

"Hehe, it's very, uh, nice to meet you as well!" Twilight said with awkwardness as, similar with Fluttershy, it was weird having to introduce herself to a person she was already great friends with in another world. "Anyway, Fluttershy said we could find you here."

Just then Pinkie put on an unamused face, something that seemed completely unnatural for the walking pink sugar rush. "Fluttershy huh?" Pinkie said in an annoyed tone as she tied up a yellow balloon she finished blowing up. "Don't let the whole shy thing fool you. She can be a real meanie."

Both Twilight and Lincoln's eyes widened when Pinkie said that as Lincoln said. "Fluttershy and mean in the same sentence. Never thought I'd see the day."

"You two aren't friends?" Twilight asked with a surprise and disbelieving expression.

However, Pinkie seemed to dropped the discussion about the shy girl as she walked backwards towards Twilight while leaning down to look at the purple skinned girl with a giddy smile. "Well your just in time to put your name on the ballot before it closes! The dance is the day after tomorrow!"

But just then Pinkie started looking over Twilight with narrowed eyes and started inspecting the Alicorn turned human and asked. "Hey, you sorta look familar. You wouldn't happen to have a twin sister that lives in the city, looks just like you, has a dog named Spike that looks exactly like that!" Pinkie asked as she pointed to Spike, who was now out of Twilight's backpack, playing with a balloon.

"Uuuuuh." Twilight delayed the answer as she looked to Lincoln for a little help.

"She must mean your own human equivalent in this world. Luckily she doesn't go here so just say yes." Lincoln whispered quickly to Twilight,

"What are we whispering about?" Pinkie suddenly whispered to them as she got in between the two and startling them.

"Uh, yes, yes I do." Twilight quickly answered for Pinkie's previous question.

"Thought so." Pinkie said with a shrug as she put a hand inside her hair and dug around a little bit. "Anyhoo, just need to fill this out and you are officially up for the coveted Princess of the Fall Formal Crown!" Pinke explained as she pulled out a clipboard with a signup sheet on it as well as a pen from her hair.

Twilight looked at the pen with worry. She had no idea how to write with hands! She usally always used her magic to pick up feathers or pencils to write with. Luckily, Lincoln came in for the rescue.

"Uh, I'll sign up her name for her." Lincoln said as he took the pen from Pinkie. "Twilight's having some hand cramps right now."

Pinkie didn't question it and simply gave a happy, "Okie doki loki!" As Lincoln wrote Twilight Sparkle onto the signup sheet.

Pinkie looked at the sheet before giving a wide smile and saying. "Congratulations Twilight Sparkle! You are now in the running for Fall Formal Princess!" The pink skinned girl announced enthusiastically while gesturing her hands to Twilight who smiled nervously in response.

Just then another voice made themselves known as the doors to the gym opened. "Somebody order a dozen cases of fizzy apple cider?" A familiar country accent asked as the 3 of them looked towards the source.

"Ooh Ooh! Ooh! Me! Me Me!" Pinkie said as she quickly ran up to the figure. The figure then came fully to view while carrying a case if apple cider. She had light orange skin with three white freckles on each side of her face. She had green eyes and blond hair tied at the end with a red band. She wore a white shirt that was green at the top with a brown belt with an apple buckle and a blue jean skirt along with brown cowboy boots with pony Applejack's Cutie Mark on them. And on top of her head was a Stetson hat.

'Another familiar face.' Lincoln thought with a smirk as he quickly recognized this girl to most likely be this world's version of Applejack.

The human Applejack wiped some sweat from her forehead as she turned to the still open gym door and asked. "Can you bring in the rest?"

"Eeyup." They heard another familiar voice say as they saw another person coming in carrying 4 containers of apple cider. When he came in, Applejack took the container on the top revealing his face. He had light red skin, orange and also had green eyes. The human version of Big Mac.

As Applejack took the container from Big Mac, she stopped when she saw Lincoln and Twilight looking at her and said. "Hey, I know you two?"

"You do?" Lincoln and Twilight asked in unison with raised brows.

"Yeah, you two are the new guys who gave Sunset Shimmer the what-for today." Applejack explained to them as she took a bottle of cider and opened it up. She then took a drink from it and gestured to Lincoln. "Especially you, I heard you grabbed her wrist tighter than a snake on a rabbit and told her off good."

Lincoln chuckled sheepishly as she rubbed the back of his head. "Yeah, I sometimes let my emotions get the better of me."

Applejack simply gave a hearty chuckle as she took a long drink of the cider. Just then Pinkie came up from the side, literally, and told the farm girl. "Twilight here is running against Sunset Shimmer for Princess of the Fall Formal." The pink girl explained as she pointed to Twilight.

Applejacks eyes widened as she did a spit take with the cider she just drank and quickly got up and faced Twilight and Lincoln and warned them. "I'd think twice about that. Oh, sure, she'll probably approach you all friendly-like-" Applejack was saying as Pinkie floating next to her due to the balloon she was blowing up. Applejack then grabbed the heart shaped balloon as Pinkie started blowing up a yellow balloon and started drawing faces on them.

She then raised up the heart balloon and showed that she drew a face of Sunset Shimmer on it and started to do a bad impression of said girl. "I sure am looking forward to some friendly competition." She then raised up the yellow balloon Pinkie just inflated that had a picture of Twilight drawn on it and Applejack did another bad impression of Twilight's voice and acted out, "That's so good to hear."

"But then here comes the backstabbing." Applejack said as she turned around the sunset balloon to show a taped on needle and used it to pop the Twilight balloon. "About the only girl you can trust less than Sunset Shimmer is Rainbow Dash."

"Rainbow Dash?" Twilight asked with surprise, especially of Applejack talking negativaly about her.

"There must be a parallel version of everyone here." Lincoln muttered under his breath as he cupped his chin. So far they've seen versions of Applejack, Fluttershy, Pinkie Pie, Big Mac, and Celestia and heard of versions of Luna, Rainbow Dash and Twilight.

Just then Pinkie came bouncing on a giant yellow balloon and explained. "She's the captain of, like, every sports team at CHS." Pinkie said before the balloon popped.

"She's also the captain of saying she's gonna do something for you and then turning around and not even bothering to show up." Applejack explained in a slightly bitter tone.

"Don't worry about us Applejack." Lincoln reassured her as her and Twilight walked up to her with the former but his hand on the farm girls shoulder.

Well, suit yourselves." Applejack shrugged before she realized something Lincoln said and asked. "Hey, how did you know my name was Applejack?"

'Crap! Not again!' Lincoln mentally panicked as he made the same mistake with AJ as he did with Fluttershy. Thankfully he was able to think of something quickly. "Oh, uh, we just heard rumors about a girl wearing a Stetson hat and a country accent named Applejack and, well, you kinda fit the bill."

Applejack and Big Mac looked to each other as Twilight and Lincoln sweated nervously. Applejack then looked back at them and shrug. "Guess that makes sense."

Lincoln and Twilight gave a sigh of relief as the former spoke up again. "Well, it was nice to meet you all, but I gotta prepare Twilight to whoop Sunset's butt at the Fall Former." Lincoln said as he started walking away with Twilight and Spike quickly following behind.

"Well, them two were mighty strange." Applejack said with a raised eyebrow while putting her hands to her hips.

"Totally!" Pinkie agreed as she suddenly popped up next to Applejack. "I mean, white hair? They're hiding something!" Applejack chuckled and rolled her eyes at Pinkie pointing Lincoln's hair of all things.

Before she could say anything else, the other set of doors that led into the gym were suddenly pushed open followed by an unfortunately familiar voice yelling. "This looks terrible!" They all looked to see none other than Sunset coming in along with two younger kids behind here. These were the human equivalents to Snips and Snails, also known as Sunset's goons.

Sunset then stomped up to the middle of the gym with Snip and Snails following close behind. "There should be more streamers near the stage and fewer balloons!" Sunset demanded as she used her finger to pop a few balloons right in front of Pinkie.

"Yeah! Streamers!" Snips yelled as he ripped up a streamer her picked up.

"And few balloons!" Snails added in as he tried, and failed, to pop a yellow balloon.

Sunset then picked up a bottle of apple cider and looked at it in disgust. "Fizzy apple cider? Ugh! This is my coronation not a hoedown!" She said as she held it away from her and glared at Applejack and Pinkie Pie.

Applejack then glared back at Sunset and said in an annoyed/angered tone. "Well, now, it ain't necessarily gonna be your coronation this time around!"

Just then Sunset appeared right in front of Applejack's face and glared right into her eyes. "Oh, is that so?!" She yelled before speaking in a mocking tone and turning AJ's hat backwards. "You country folk really aren't that bright. Must be why the other students say such awful things about you." She then covered AJ's face with her hat, causing Applejack's face to go red and steam with anger as the top popped off and showing her rage.

"Obviously it's gonna be my coronation." Sunset said confidently as she walked away from the steaming farmgirl. "I'm running unopposed."

"Not this time!" Pinkie Pie said as she held up the signup sheet. "The new girl just signed up."

"What?" Sunset gasped as Pinkie handed her the signup sheet. On there, Sunset saw there was a name under her own on the signup sheet.

_Twilight Sparkle._

Sunset gritted her teeth hard as she tightened her grip on the clipboard as she glared hard at the name. Her! That little princess followed her here! Sunset managed to tear her eyes away from the paper and looked hard at Applejack and Pinkie Pie and demanded to know, "Where...is...she." She said through her teeth as the two she was facing flinched a bit at her incredibly aggressive attitude. Even more aggressive than usual.

However, AJ quickly stood her ground and glared back at the yellow skinned girl. "Like we'd tell you." Applejack retorted before crossing her arms and smiling smugly. "And if ya do find her, she's with that Lincoln fella, you know, the boy that dropped you on your butt earlier today?"

Sunset's anger only grew at the mention of that white-haired boy who had the nerve to threaten her today and even touch her. Her wrist was still sore from that ordeal. Sunset then turned to her goons and said. "Come on, we're going." Sunset told Snips and Snail's with a growl before stomping out of the gym.

* * *

Back with Lincoln and Twilight, they were currently walking through the halls together as Lincoln was giving Twilight advice on how she can win the Fall Formel. "Alright Twilight, first is your walk. You wanna leave an impression, so 'To win the day, you must sashay." Lincoln instructed as he was giving Twilight the same teachings he gives his younger sister Lola to prepare her for Beauty Pageants.

"Alright, remember to sashay." Twilight said seriously before turning to Lincoln with a confused look. "What does sashay mean?"

Lincoln groaned in response as he said. "This is gonna take a loooooot of work." He sighed making Twilight smile sheepishly and give an embarrassed blush.

As they continued walking with Lincoln explaining things to Twilights, they suddenly heard the flickering of lights. They looked to see a dark hallway in the school with the lights flickering and a locker door hanging loose.

Lincoln shook his head as he put his hands on his hips. "Budget cuts. Damn shame."

"Can't believe I didn't recognize you earlier." The two suddenly heard. They then looked back to see Sunset Shimmer looking at them while leaning against one of the lockers.

"Well if it isn't Sun-nag herself." Lincoln insulted with a smirk as he crossed his arms.

Sunset glared at Lincoln in response to this, but then looked to Twilight with an even fiercer glare as she crossed her arms and walked up to her. "Should've known Princess Celestia would so her ever prized student to steal my crown." Sunset said before she looked at Spike as he poked his head out of Twilight's backpack. "And her little dog to."

"It's my crown!" Twilight retorted as she and Spike glared back at Sunset.

"Whatever." Sunset said cockily with a shrug. "This is just a minor setback to me. You don't know anything about this place and I already rule it."

"Don't count us out just because of that." Lincoln said as he gave Sunset a smug smile. "She may not know too much about this, but I happen to be full human. I know all the ins and outs of High School and human culture in general."

"Ha, even if that is true," Sunset mocked, not believing Lincoln's claim. "But do either of you know what happens if you bring an Element of Harmony into an alternate world."

Both Lincoln and Twilight were silent as they looked to each other as the former said. "Well she's got me there." Lincoln admitted with Twilight only being able to nod, not knowing the answer herself.

"Seriously? You don't know?" Sunset said in a mocking tone towards Twilight. "And you're supposed to be Princess Celestia's _precious star student_." When she said the last three words, Lincoln notice Sunset's tone turn for the worst as her words leaked with bitterness.

Twilight frowned a bit as she struggled to keep a strong expression against Sunset as the yellow skinned girl continued. "Then again, what were the chance she'd find someone as bright as me to take under her wing once I decided to leave Equestria." She then got right in Twilight's face and poked her forcefully in the chest. "A bit embarrassing that you were the best she could do."

"THAT'S ENOUGH!" Lincoln yelled as he suddenly appeared right in front of Sunset. "Look, I don't know what your beef with Twilight is, but know this. You're not gonna win. I was serious when I said I've dealt with worse than some petty jealous brat. But know this, I know exactly how things work around here and how to deal with people like you. We intend to win that crown, and even if we don't, I can easily take it from you whenever I want. The only reason I don't clobber you right now is because I don't want to start a scene. But know this, there is no scenario where you possibly win this."

Sunset was a bit taken aback by Lincoln words, but managed to glare back and stand her ground and said. "We'll see about that snowball." Sunset insulted back.

Lincoln simply rolled his eyes and said. "Like I've never heard that before."

Sunset growled in response as she pushed Lincoln back and started stomping away. Lincoln glared at Sunset's retreating form. He's dealt with people like her before even without an alien device on his wrist. No doubt she would be stirring up trouble and doing stuff to sabotage them so they couldn't win. So, he made a decision.

"I'm gonna follow her." Lincoln said as he stepped forward and looked around to make sure no one was watching them before rolling down his sleeve and activated the Ultimatrix.

"What, wait?" Twilight and Spike gasped in response.

"I'm gonna follow Sunset around and make sure she doesn't do anything to mess us up. You're gonna have to be on your own for awhile while I do this." Lincoln explained as he scrolled through his aliens.

"What?! But you can't!" Twilight yelled as she walked in front of Lincoln. "I don't completely understand this place! What will I do?!"

"Just find the library and do some research about the student and the various groups here and think of a plan to get them to vote for you and I'll meet up with you later and we can go over it." Lincoln explained as he finally found the alien he was looking for and looked up at Twilight. "You just have to trust me here Twilight."

Twilight and Spike were still very unsure about this. They still had very little knowledge about how most things worked in the human world and Lincoln was their only guide. Without him they had no idea what to do. But, they saw the seriousness in his eyes and reluctantly sighed and nodded their heads. "Alright, thank you." Lincoln said to them as he slammed down the core of the Ultimatrix.

In Lincoln's place now floated a ghost-like creature with pale orangish-white skin with black creases over his body. He also had shackles and chains over him and a single green eye with a black pupil and the Ultimatrix symbol on his chest surrounded by chain.

"**Ghostfreak**!" He announced in a hollow haunting voice.

Twilight and Spike paled a bit at seeing the ghost, but watched as Ghostfreak slammed down the Ultimatrix core again and causing four prongs to come out of it. And then Ghostfreak started to evolve.

Ghostfreak's body was now an extremely dark purple for the most part with an equally dark orange growth around his neck. He had a fog-like white plumage billowing on his head with some of it covering the left side of his face with the uncovered half showing the same green eye like regular Ghostfreak had. He know had skinny arms and long tatthers hanigng off his shoulder that were the same color as the rest of his body as well as claw-like hands. He had a slight hourglass figure and appeared to be wearing an old, ripped cloak.

"**Ultimate Ghostfreak**!" The hyper-evolved Ectonurite announced in a deeper and even more haunting voice.

He then turned to look at Twilight and Spike with his single green eye and said. "I'll meet up with you later." And with that, U. Ghostfreak turned invisible and flew off.

Twilight and Spike shivered a bit at seeing the evolved alien, but quickly shook it off and went to look for the Library.

* * *

Back with Sunset, she was currently stomping around and look for her stooges and ended up finding them walking out of the gym and completely wrapped up in streamers. She stomped up to them and quickly tore off the streamers causing them to spin around. Sunset grabbed them and caused them to stop before barking orders at them. "I want you to follow her." She said, referring to Twilight. "Give me something I can use just like you did with that last girl who thought she could challenge me."

Snips and Snails gave her a salute as the former said. "You got it Sunset Shimmer!"

Sunset then turned around and held her hands together before speaking menacingly. "When the crown and its power are mine, Twilight Sparkle will be sorry she ever set hoof in this world." She spoke as she could only talk about Twilight with bitterness in her voice. "Not that she would have been much safer if she'd stayed in Equestria."

Snips and Snails then laughed a bit as Snips quoted the girl. "Yeah! In Equestria!"

Sunset then turned to them with an annoyed look. "What are you still doing here? Go!" She ordered. Snips and Snails quickly reacted and ended up running into each other, but quickly recovered as they started running to find Twilight and record embarrassing footage of her.

Once they ran past the corner of the hallway, Snips turned to Snails and asked. "So where do you think this Twilight is?"

"I don't know." Snails answered as he shook his head as a fearful expression came to him. "But we better find her quick or Sunset is gonna-" Suddenly Snips was cut off when suddenly two claw-like hands come out of the wall and covered their mouths before dragging the two boys right through the wall.

A little later, Snips and Snails could be seen tied up in the janitor's closet with duct tape over their mouths, muffling their screams as it was U. Ghostfreak that dragged them right through the walls and tied them up in the closet. "Sorry, nothing personal, just can't have you two causing trouble." U. Ghostfreak told the boys before phasing through the walls again and leaving the boys to their muffled screams.

Once the hyper evolved Ectonurite phased out of the room, he turned invisible again to avoid detection and looked around for one person in particular. Sunset Shimmer. It took a bit of looking around, but eventually he saw the red and yellow haired girl step out of a classroom while the other students made sure to stand out of her way.

U. Ghostfreak narrowed his eye at the bully before flying over and behind here. He then proceeded to fly right into her shadow and merged with it. Susnet's shadow changed to resemble a silhouette of U. Ghostfreak, but the hyper evolved alien quickly shifted his shadowy form to resemble Sunset's regular shadow so no one would get suspicious.

* * *

Later into the day, school was closing, and all the students were eagerly leaving the building and heading to their homes. Sunset in particular wore a cocky and confident smirk as she walked out of the high school with all the students she passed quickly running away from her to avoid any sort of wrath of the yellow skinned girl.

But what Sunset was unaware of was that right inside her shadow U. Ghostfreak was still lurking inside the following right behind the Unicorn turned human. And this continued as Sunset walked through the streets of the city. As she was, suddenly her look turned bitter as she took heavy breathes. Her fist tightened as she said through her teeth. "_Twilight Sparkle…"_ She said with nothing but bitterness and hatred. "You'll regret getting in my way. _Then _and now!"

'_What's this chicks deal?' _ U. Ghostfreak thought as he noticed that Sunset couldn't even speak Twilight's name with nothing but complete bitterness, hatred, and anger.

Just then Sunset approached a two-story apartment building and walked inside with U. Ghostfreak inside the girls shadow the whole time. The girl went up the stairs of the apartment building and made it to the second story of the place and proceeded to walk over to the second door on the left. She took a key out of her backpack and unlocking the door and stepping in.

Sunsets apartment had a few things you'd except to see in an apartment. Mircowave, stove and over, fridge, TV, and bathroom. There were some stairs that led to a bedroom area higher up in the apartment. Under this area was a desk with a few papers on it and she also had a cactus on her windowsill.

Once she was inside, Sunset quickly threw her backpack to the couch and then pulled out her phone. "It won't matter. I'm going to _destroy _her!" She said in continuation to what she said earlier. She then looked to her phone and said. "Now lets see what those two have sen-"

But as Sunset was talking, she was suddenly completely covered in a void of darkness. When the void faded, Sunset instantly feel on her face, fast asleep. As she snored, U. Ghostfreak appeared behind her with a sphere of dark energy in his hands.

Once the hyper evolved Ectonurite saw she was asleep, he made the dark energy in his hand fade before slamming the Ultimatrix symbol on his chest and turning back to normal Ghostfreak, and then back to his human form. "That should keep you down for a while." Lincoln said as he simply let Sunset sleep on the floor.

Lincoln then looked around the apartment and said. "Well, time to look around for dirt." Lincoln said as he decided to take a page out of Sunset book and try to find something that would embarrass Sunset and discourage students from voting for her.

And so, searching around the girl's apartment he did. He looked around all over the place for anything to use against Sunset. He looked in her drawers, closest, even underneath somethings to find anything. And so far, he couldn't find anything discriminating on her. And Sunset's snoring was started to get annoying.

The only place he hasn't look at so far was Sunset's bedroom area up the stairs. He then went up and began searching the last place of the apartment. He looked at the book drawer, under Sunset's bed and her nightstand. And still nothing.

Lincoln sighed and looked behind him and saw the very last place he has yet to check. A drawer with three small doors on it going from top to bottom. He went over it and opened the top one and saw it was empty. He then opened the second one. Empty. Lincoln groaned as he went to open the third one. If it was empty, his efforts would be completely fruitless. He opened the drawer…but found something.

A diary.

Lincoln's eyes widened as she looked at it. It appeared to be very old with worn out pages and covers. He picked it up and blew on it causing a bunch of dust to be blown off, showing the diary hasn't even been touched in probably years. "Geez this thing is old." Lincoln muttered as he shook the diary to get all the dust off it. The Loud boy then smirked as he looked at it and went down to sit on Sunset's couch as he saw said girl was still fast asleep from Ultimate Ghostfreaks powers. "Well, if there's anything to use against her, it's in her." Lincoln said as he opened it up and began reading in his head.

He noted that the first page had very old and poor handwriting. Like it was written by a child that just begun to learn to write.

_Entry 1_

_I honestly can't believe I'm alive. When I ran away from the orphanage, I didn't think I would survive a week on the streets of Cantorlot. Honestly…it would have been better then spending another second in that place. I had to eat garbage just to survive, nopony would give me any food. Guess the other kids were right. Nopony wanted to waste their time with me. But when I blacked out and expected to die…I said woke up in an informery…and she was there. -n- -l-s-. I don't know why she off all ponies would even give any care about me. But she save me. When I woke up, she asked me a few things and I answered the best I could. She said I could stay at the castle until something was worked out. As long as I don't go back there. Anywhere but the orphanage again._

_She also gave me this diary. She said writing out my feelings and experiences would help me feel better. So far…it's not working to well. I don't wanna be thrown away again._

Lincoln was surprised to say at the least at what he read. It was at all what he was expecting. He noted a couple words were scratched away, with the scratches looking more recent then everything else on the page.

He ended up looking to the still sleeping Sunset…with a sympathetic look. He didn't even realize he looked at her that way and looked back at the diary and skipped a couple of pages.

_Entry 5_

_I can't believe it. P-s- -e-t- actually wants me to be her student! I…I don't know why she could possibly want me though. I just couldn't go to sleep last night and ended up going to the library last night. I found some magic books and decided to try out some of the spells just for fun and to hopefully tire myself out. She ended up finding me inside and doing some of the spells written down. I was so scared and thought she would be furious…but she asked to see more._

_Not really having much of a choice, I did what she told and just did some random spells in the book. She…she was impressed. She said I was preforming spells a Unicorn my age should be capable off. I didn't think it was anything spectacular. I just did what the book said. _

_She said I had amazing talent. I didn't know how to respond to that. I rarely, if at all, get compliments. I'm just used to everypony insulting and berating me. But she not only wanted me as a student for her School for Gifted Unicorns…but her personal protégée. I couldn't believe it. Most ponies would kill for something like this, and here I am, a 7-year-old unicorn that just read a book and got offered the opportunity of a lifetime._

_Out of impulse, I said yes. I just hope I don't mess this up. I…I really wanna stay here._

Once again, Lincoln saw a couple words were scratched out and could only make out a couple letters.

Lincoln kept reading.

_Entry 10_

_I'm…I'm really not used to all this praise. I've been her student for a little over a week now and I've done everything I'm instructed and told. Everypony keeps saying how talented I am and what a great student I am…but I'm just doing what I'm told, just like everypony else._

_Why are they…why are they being…so nice to me? I thought everypony just hated me and thought me as a waste of space. That's what the ponies at the orphanage told me. How no would ever want me. How nothing would change if I was dead. That my birth parents were right when dumping me here when I was a newborn._

_Everypony always ask why I never smile. Why I always look scared and sad. _

_I can't understand…I just…can't understand._

Lincoln was really confused now. This had to be Sunset's Shimmer's diary…but so far it's nothing what he expected.

Lincoln kept reading.

_Entry 12_

_-n- -e-i- said she could watch me today. I was scared, I thought this meant she was getting rid of me. I started crying but she quickly reassured me that she was just busy today. I guess I shouldn't be surprised, she is a very busy pony after all. I'm just used to everypony abandoning me. _

_She said she would have her niece Cadence foal sit me till she was done. I'm…I'm really scared about meeting her. I'm afraid she'll just hate me like most ponies do. She assured me that Cadence would love me but…old habits die hard. _

_Entry 13_

_I spent the day with Cadence today…she was actually…really nice. At first, I would try to avoid her and keep to myself. I was scared the second I started talking and interacting with her, she would start yelling and beating me up. But she kept trying to get me to open up and play._

_I've…never really played before. She was confused when I said this and kept trying to talk to me. Eventually I opened up and explained my worries to her. To my surprise, she just wrapped me in a soft warm hug and told me everything would be alright. That we don't have to do anything I'm not comfortable with yet._

_I…I really appreciate it. So, we just quietly talked the whole time and got to know each other. I was scared at first, but Cadence turned out to be really nice. When our time was up when the P-s showed up, Cadence said she'd love to see me again. Again? We were doing this again? I'd…I'd actually like to see her again._

…_I still can't seem to smile though._

Lincoln was only getting more confused. He knew Cadence used to foal sit Sunset. This must have been where it started. But he was learning things about Sunset he didn't expect from the school bully. He was…started to feel bad for her.

Lincoln kept reading.

_Entry 24_

_It's been over 2 years since she took me under her wing. I've honestly never been happier. I finally have a home. I see Cadence about 4 times a week and I enjoy every second we spend together. We always play games, she helps me study, and she even taught me a little dance and song. I even learned she had a crush on a Unicorn named Shining Armor._

_Although I can't say I've made a lot of friends outside of Cadence. I want to…I guess I'm still nervous about socializing. I did meet one pony though. Her name is Moondancer. She seems nice and I've had a few conversations with her. Although most of the time she has her muzzle in a book. She's nice though. I guess I should at least try to befriend her._

_And then theirs -e—s-. She's no longer feels like a teacher. She…she feels like the - I've never had. I just feel so safe and happy whenever I'm around her. And she always sticks up for me. I finally have a place I can call home._

…_I can finally smile._

Lincoln then noticed an entire word was scratched out. Rather aggressively to. No letters could be made out.

Lincoln kept reading.

_Entry 30_

_I can't believe it! I can't believe! I can't believe it! I have my Cutie Mark! I actually have it! And it's shining sun! Just like hers! This is the happiest day of my life! I have to show her right away!_

_Entry 31_

_That…wasn't what I was expecting. I rushed to her bedroom quickly and told her I got my Cutie Mark. She looked so excited to and eagerly asked to see it. I showed it to her…and she frown. She looked…disappointed._

_I asked her what was wrong, and she quickly told me she was just tired from court today. I…I guess that makes sense. I just showed her at the wrong time. She was there all day today so of course she'd be tired._

_I'll just show her tomorrow! I'm sure once she's rested up and sees it, she'll be impressed! I'm sure of it!_

_Entry 32_

…_I don't know what's wrong. I showed her again in the morning…and she still looked disappointed. Even more then last night. Why? What's wrong with it? I thought I did something good to earn it. It's just like hers to…_

…_Isn't she of proud of me._

Lincoln didn't know how to react to this. He expected this diary to be full of secrets, but it seemed to be telling Sunset's life story. Like an autobiography. It started out pretty sad but eventually got happy but now it seems to be turning negative again.

Lincoln kept reading.

_Entry 37_

_I don't know what I'm doing wrong. No matter what I seem to do…she's never impressed anymore. She simply shrugs it off, gives an empty compliment and tells me to continue my studies._

_She actually seems annoyed whenever I come up to her now. That's not right though…is it? She used to look forward to the progress I made on my studies but now it seems like she could care less._

_What am I doing wrong…I thought she loved me._

_Entry 45_

_I rarely see her now. And when I do she's always with that purple filly. Twilight Sparkle I think her name is. Why? Why doesn't she ever come to see me again?_

_I rarely see Cadence as well. _

_Or Moondancer._

_Please…_

_I don't wanna be alone again._

Something was seriously wrong. This couldn't be the diary of what that jealous petty girl he's met today right? Something deeper was going on.

Lincoln kept reading.

_Entry 54_

…_Cadence never comes to see me anymore. Whenever I see her it's always through a window or something. And she's always with Twilight Sparkle._

_Same with Moondancer. Whenever I see her, she and her own group of friends always seem to be around Twilight Sparkle, even if she's just reading a book and not really paying attention to them._

_And -nc- -ia…she seems to bother with me. It's like she's forgotten about me. She's either at work…or with Twilight Sparkle…_

_Why…_

_Why..._

_WHY?! WHAT MAKES THAT FILLY SO SPECIAL?! WHY DOES EVERYONE ALWAYS SEEM TO FAWM OVER HER?!_

_WHY?!_

_WHY?!_

_WHY?!_

_Why…_

_Why…_

…_Doesn't anypony love me anymore…_

_Entry 60_

_She does remember me! She really does! She told me she had something she wanted to show me! A lesson! An actual lesson! After so many years! I knew she didn't forget about me! I gotta make sure I don't mess this up!_

_Entry 61_

…_A mirror…that's what she showed me. At first I was a little underwhelmed and disappointed. But then she explained to me what the mirror was and what it could do. I looked into it…and I saw something. Myself…but more. I…I was actually…I was her little princess. Just like I always wanted to be. I wanted to look more, but she stopped me._

_I keep asking her about it, but she keeps telling me that I'll know when I'm ready. I don't get it. I…I am ready. I want to be her little princess. I…I just can't wait. I have to figure this mirror out._

_Maybe if I do…she'll love me again._

Mirror? She must have met the portal! But…what did she mean by 'Her Little Princess.' There was a lot he didn't understand but he was beginning to fill in a few pieces to this puzzle.

There weren't many pages left.

Lincoln kept reading.

_Entry 62_

_She…she threw me away…_

…_she found out I was reading about the mirror…and had the guards kick me out._

_She said I was no longer her student…and to never come back…_

_She abandoned me…she threw me away…_

…_She promised she'd never do it…_

_She told me she'd never leave me…_

…_I'm all alone again._

…_I've been thrown away again._

…

…

…

_Twilight Sparkle…_

_It's her fault…_

_She took everything away from me._

_She took Cadence…she took Moondancer…she took -_

_SHE TOOK EVERYTHING I'VE EVER HAD! IT'S HER FAULT THEY ALL LEFT ME!_

…_the mirror._

_That's it._

_I'll go into it and take whatever power it has!_

_Watch out Twilight Sparkle! You'll regret taking everything and everypony from me!_

Well, know Lincoln knew why Sunset came here. At least a little bit. And it seems she has that bitterness towards Twilight because she took everything from Sunset? Lincoln didn't have the full story. The only one who most likely did was sound asleep in front of him.

There seemed to be only one page left.

Lincoln read it.

_Entry 63 _

_Date 12-25-2017_

…_I hate today._

_I hate this holiday. _

_Whenever I look outside, I only see families loving and spending time with each other…and I'm all by myself in bed._

_I'm cold. No matter what I do…I'm freezing. It's like my veins are made of ice. I can't sleep. I can't stop shivering._

_And all I can hear is everyone outside laughing and cheering and being with each other…it's like their taunting me. No matter what I do to try and drown it out…it's always in my head. _

_Everyone's with each other…and I'm all alone…_

…

_Please…_

_Santa…_

…

_I want my mommy._

Lincoln closed the diary. A sadden expression came to his face. This was more then some sort of jealous petty girl. There was something much deeper to this. To Sunset. He still didn't have the full story…but he was determined to find it.

Just then a snore brought Lincoln out of his thoughts. He looked to see Sunset Shimmer sound asleep on the floor. Lincoln got up from the couch and looked at the yellow skinned girl with a sympathetic look and proceeded to pick her up piggyback style.

He then walked up the stairs to Sunset's bedroom area and carefully laid the girl down in her bed. He brought the blankets up to her and tucked her in before giving her a soft pat to the head. Lincoln then took the diary and put it into his hoodie pocket before he quietly went down the stairs and exited the girl's apartment.

Once outside, Lincoln quickly ducked into the nearby alleyway and turned into…

"**Big Chill**!" After transforming, the Necrofriggian quickly took off into the sky and making himself invisible so no one could see him. He quickly started flying back towards CHS with one thought in his mind. '_There's more to Sunset then being just some stereotypical power-hungry villain. I gotta get to the bottom of this.'_

Snapping Big Chill out of his thoughts, the Ultimatrix symbol suddenly started to beep red. "Crap!" Big Chill yelled as he quickly started to dive down towards the ground as the Ultimatrix was started to power down.

He was just a few feet above the ground when, in a flash of red light, Big Chill turned back into Lincoln and ended up falling and rolling on the ground and ultimately landing on his back. "Dang it." The loud boy groaned as he got up and wince. "Guess I drained the battery out staying Ultimate for too long."

As Lincoln got up, he looked up and noticed the sun was being to set. "Better find a place to camp out." Lincoln said as he begun to walk into the small woods surrounding Cantorlot Highschool. Lincoln walked around, trying to find a place in the woods to fall asleep for the night.

And as he was looking around, he ended up finding a place that made him stop and look around. It was a garden. A beautiful garden with a small pond in the middle. There were small plots of land where beds of well-kept flowers and other plants were.

"Wow, this is beautiful." Lincoln commented to himself as he looked all over the garden and just admired how beautiful it was. Whoever took care of this garden was really dedicated to it. "Well, no place better then to catch some Z's."

Lincoln then went over to one of the trees surrounding the garden and sat down and leaned against one. He yawned as he took the diary, he took from Sunset's out of his hoodie pocket and looked to it and sighed. "This is gonna be harder than I thought."

And with saying that, Lincoln put the diary back in his pocket and closed his eyes and started to fall asleep.

* * *

_**THE NEXT MORNING**_

"U-uh, ex-e-excuse me? Wh-why are y-y-you sl-sleeping in my g-garden? D-Do you mind w-w-w-waking up pl-p-please?"

Lincoln groaned as she started to stir. He opened his eyes and winced at the sunlight that hit, but his eyes quickly started to adjust as he started to open them. The sound of singing birds filled his ears and when he completely opened his eyes…he saw a girl right in front of him.

"AAAAAAAAAAAHHH!" Lincoln screamed as the sight of the girl startled him when he just woke up.

"AAAAAAAHHH!" The girl screamed back as herself was startled by Lincoln's screaming. "I-I'm sorry! I didn't m-mean to scare you!" The girl stuttered as she calmed herself down.

Lincoln held his heart as he tried to calm himself down. You'd think after years of fighting villains, getting into deadly situation, and living with Lucy that he wouldn't get surprised by things like this. He wasn't. "Its…it's ok…sorry about that." Lincoln said as he slowed his heartrate down.

He then stood up and saw the girl in her entirety. She had light green skin and darker green hair that went to the bottom on her back. She had freckles on her face and brown eyes. She wore a brown sweater with light brown stripes, dull blue jeans, and dark gray shoes with lighter gray stripes and bottoms.

"It's, it's fine." The girl said as an embarrassed blush came to her face. She then asked the question she asked him while he was sleeping again. "So, uh, why w-were you sl-sleeping in my garden?"

"Oh, uuuuh," Lincoln said as he tried to think of an excuse. "I was, um, stargazing! Yeah! I was looking for a place to stargaze and I found this beautiful garden and thought this was the perfect place to lay down and look at the night sky. Guess I ended up falling asleep while I was doing it. My bad, hehe."

"O-oh ok." The girl said, buying the excuse. Just then her eyes widened as she completely registered what Lincoln said. "W-wait, you really think my garden is beautiful?"

"Well, yeah!" Lincoln said as he looked around the garden in the daylight and was able to see it's beauty even better. "If this is your garden then consider me impressed with you, this looks amazing!"

"R-r-really? T-thank you so much!" The girl said as she gave a shy but happy smile. "It's kinda my pride and joy. I've put a lot of hard work into it."

"I can tell." Lincoln commented with a small smile. His eyes then widened a bit as he looked towards the girl and held his hand out. "Oh, sorry. I forgot to introduce myself. I'm new here, my names Lincoln Loud."

The girl softly took Lincoln's hand as her green cheeks turned pink a bit as she shook it. "W-W-W-Wallflower B-Blush." She introduced herself as she quickly retracted her hand from his and backed up a bit. "I-I'm the fo-founder of Cantorlot High's g-gardening club…also the _only _member of the Cantorlot High Gardening Club."

Lincoln rose and eyebrow as his face turned to one of confusion. "The only member? How come?"

Wallflower looked away as she started fidgeting with her fingers. "W-Well…I k-kinda have a hard time making myself known to o-other people. I guess you could call me invisble."

"Really?" Lincoln asked with a sympathetic tone. "What about your friends?" Wallflower adverted her gaze as lightly grinded her foot against the ground. Lincoln's eyes widened as he quickly figures out what this implied. "You don't have any friends?"

"…Not really." Wallflower answered quietly as she looked down and held her arm. "It's just…no one ever seems to notice me, and when they do, they quickly forget about me. Even when I try to get other's attention, they just don't notice me. And in the rare moments I do get someone's attention, I never know what to say. I just end up awkwardly stutter and can't think of anything to say and I just…runaway."

"Well…you're talking to _me _right now." Lincoln said softly as Wallflower's eyes widened a bit. Just then the green skinned girl felt a hand on her shoulder, and she looked up to see Lincoln giving her a wide smile. "Well consider yourself no longer friendless."

Wallflowers eyes sparkled a bit as she said. "R-Really?" Lincoln nodded in response as Wallflower said. "Bu-But we h-hardly know each other."

"Well now this gives us a reason to actually get to know each other doesn't it?" Lincoln said with a wink and thumbs up. Wallflower couldn't help it as a small smile came to herself as a happy feeling suddenly came into her. Lincoln then spoke up as he said. "Hey, I have an idea. Why don't I introduce to my friend Twilight? You could actually help us out with something were working on!"

"A-are you sure?" Wallflower said with uncertainty in her voice. "I-I'd hate to be a bo-bother to you two."

"You won't know unless you try." Lincoln encouraged her as Wallflower hummed in response. "Come on, it'll be fun."

Wallflower thought about it for a bit before she finally looked to Lincoln and nodded. "A-Alright! Lead the way!"

"Sweet!" Lincoln cheered with a pumped-up fist. "Let's go!" And with that Lincoln, with Wallflower Blush behind him, went off to go find Twilight.

* * *

_**Now how was that for a chapter? Like I said it sets up a lot of stuffed I've had planned for a long time so make sure to Fav, Follow, and leave a review. In case anyone is wondering, Ultimate Ghostfreak is based off Darkrai from Pokemon.**_

_**So stay tuned for the next chapter...**_

**_Coming Together_**


	10. EG Part 3 - Coming Together

**_Man, I'm really enjoying this arc. Like I said I've been planning this for a long time and it's great to write it up for you all to see._**

**_I hope you all enjoy!_**

* * *

"Hey, you doing ok?" Lincoln asked the green skinned girl following him as the two walked through the halls of CHS. Lincoln looked back as he saw the Wallflower Blush, the girl he met this morning due to falling asleep in her garden, following behind him with her head lowered, a nervous expression across her face, and fidgeting with her fingers.

"J-Just ner-nervous is all." Wallflower answered nervously as they stopped walking. "I-I'm not used to meeting new people. You're honestly my f-first friend in a w-while."

Lincoln gave a Wallflower a soft smile as he put a hand to the gardener's shoulder. "Don't worry so much, Twilight will love meeting you." Lincoln reassured her as he was confident Twilight would like meeting some new people and potential friends in this world. "Just trust me."

Wallflower looked Lincoln in the eye for a moment before she took a deep breath and nodded her head. "O-Ok, I t-trust you." Wallflower said as a small smile came to her face. "Th-thank you Lincoln, this...this really means a lot."

"Anytime." Lincoln reassured Wallflower with a thumbs up. The Loud boy then turned around and said. "Alright, Twilight should be in the library. Do you know where that is?"

"Yep. Follow me." Wallflower said as she took the lead and began leading the way to the Cantorlot High's Library. It was only about a 7 minute walk as Wallflower led Lincoln to the library. The doors were already open so the two could just walk in.

Once inside Lincoln's eyes widened as he looked around the circle shaped room. The roof was the dome he saw outside and all around were rows and rows of books on shelves with the middle being a computer area. There was even an upper level with even more books.

"Wow, this is a nice Library." Lincoln commented quietly due to being in a library. "Way better than the one at my old school."

"Hehe, yeah we do have quiet the book collection." Wallflower said sheepishly as she pointed to a shelf across the room. "I usually spend my time in here around the nature and flora section."

"I wonder why?" Lincoln said with a grin, making Wallflower's cheeks turn pink in slight embarrassment. Lincoln decided to stop teasing the poor girl and said. "Alright, I think Twilight should be somewhere in here. She has purple skin and eyes and wearing a blue blouse."

Wallflower nodded at gaining the information of Twilight's appearance and the two began spreading out around both halves of the library looking for said girl. However, surprisingly, their efforts proved fruitless when they saw no sight of her or Spike.

"Dang it." Lincoln muttered as he went back to the center of the room to meet back up with Wallflower. Twilight must be around somewhere, he just hoped she wasn't in any sort of trouble or did anything to embarrass herself.

"I couldn't find her." Wallflower said as she walked up to Lincoln.

"Yeah me neither, she must be somewhere else but I have no idea." Lincoln explained as he sighed. "No clue where she is either."

Wallflower looked down and hummed in thought. These new kids probably didn't know this school to well and this Twilight Sparkle could be anywhere. She looked around for any sort of clues to find her, and then her eyes set open a women she knew as Mrs. Cheeriee, one of her teachers, sorting around books.

"U-Um! Excuse m-me! Mrs. Cheerliee!" Wallflower Blush called out as Lincoln looked to where she was looking and saw the human version of Mrs. Cheerilee stacking books on shelves.

The teacher heard her name being called and looked to see Wallflower and Lincoln walking up to her. She put on a smile as she said. "Oh, hello there. You two must be new here."

Wallflower was taken aback by this as she stuttered. "Wh-what? H-He's new but I've been your student for y-years. I'm Wallflower Blush." The green skinned girl explained with a bit of an offended look. It was one thing for her fellow students not to recognize her, but her own teachers?

"O-Oh! I'm sorry I didn't realize it was you." Cheerilee said with a nervous chuckle and an apologetic smile.

"You don't recognize your own student?" Lincoln asked the teacher with an accusing glare.

"Um, well, you see…" Cheerilee struggled to say before she simply gave a nervous smile and said. "You know what, I'm sorry. What can I help you to with?"

Wallflower simply sighed and decided to drop the subject. She was used to it. "W-Well we were wondering if you seen a girl named T-Twilight Sparkle here? She has a blue blouse, purple skin and eyes."

They then watched as Cheerilee suddenly gave a slightly annoyed look when that purple skinned girl was brought up as she said. "Oh, her." The teacher said in an annoyed tone as she remembered interacting with the girl yesterday and how...poor her computer skills were. "Yes I saw her here yesterday."

"Do you know where she is now?" Lincoln followed up immediately.

Mrs Cheerilee scratched her chin in thought for a moment before she answered. "I think I saw her with Pinkie Pie, Fluttershy, Rarity, and Applejack heading to the soccer field earlier."

"So there is a Rarity here." Lincoln muttered under his breath so the other two wouldn't hear him. "Thanks Mrs. Cheerilee. Come on Wallflower, let's go!" Lincoln said before he started to run off.

"O-Oh! Right!" Wallflower said as she started running after the white-headed boy.

A little later, Wallflower was leading Lincoln to the school's soccer field where Twilight as well as the other parallel versions of their friends were. As they were walking, Wallflower spoke up, "I'm guessing if they're all over there they must be meeting Rainbow Dash. She's the captain of every sports team and always spends her free time practicing."

"So I've heard." Lincoln responded as he remembered Pinkie Pie saying Rainbow Dash was in fact the captain of all the sports teams in the school. "So do you know them?"

"S-sort of." Wallflower answered with a 'so-so' expression. "They don't k-know me but I've seen them around the school sometimes. I've actually been classmates with them for years but they've never talked to me, just like everyone else."

"Have you ever tried interacting with them?" Lincoln asked with a raised eyebrow as he put his hands in his pants pocket.

"N-Not r-really." Wallflower answered as she lowered her head a bit. "Nobody else seems to notice me and they are some of the coolest students here. I figured if everybody else didn't notice me, what are the chances they would."

"Well now's your chance to find out." Lincoln said with a kind smile. Wallflower couldn't help but smile a bit herself. It seemed being around and befriending Lincoln helped her confidence a bit. Not much, but, maybe enough so that she could give this a try at last.

"Ok, know it's my turn to ask you a question." Wallflower said as so far Lincoln's been asking her question, it would be nice to ask him a question for a change. "You said I could possibly help you and Twilight with something. What is that exactly?"

Lincoln knew this would come up eventually so better to just tell her now and get it over with. "Well, me and Twilight are trying to get her to become Princess of the Fall Formel and win the crown."

Wallflower came to an immediate stop as her eyes widened. She then looked to Lincoln like he was crazy. "You're friends running against Sunset Shimmer?!" Wallflower yelled as Lincoln simply nodded his head. "Do you two have a death wish or something?"

"Well, it's kinda important that we win." Lincoln said vaguely, not revealing the true nature of the situation. "It's a long story but Twilight just has to win."

"Well, I still think it's a bad idea. But I guess there's no changing your mind." Wallflower said as she quickly deduced that trying to talk her new friend out of it would be for not. "Well, one thing about being practically invisible to everyone is that the bullies never go after you. I'm probably the only student here who Sunset hasn't targeted so...lucky me I guess."

Lincoln melt the drawbacks of being practically non-social definitely out weighed the benefits, but decided to leave that be. Instead, it was the word 'bully' that Lincoln reacted to as he looked down with an unsure look. "Yeah...bully." Lincoln muttered quietly.

Wallflower noticed Lincoln's change in mood and asked with a slightly concerned expression. "Is something wrong?"

Lincoln put his hand to his neck as he looked at his hoodie pocket where the diary he took from Sunset's apartment was. He remembered all the diary entries he read and how it showed something much more was going on than just Sunset being some power hungry villain. "Well...it's just…" Lincoln said as he tried to sum up his explanation. "I just think there's probably more to Sunset then we think."

"What?" Wallflower asked with a completely confused expression and a raised eyebrow. Everyone knew that Sunset was pretty much the queen bee of the school that would crush anyone who got in her way. What more could there be to here.

Lincoln looked around for a moment to see if anyone was watching them, and when he saw the coast was clear he reached into his hoodie pocket and pulled out the diary. He showed it to Wallflower and said. "Guess who's diary this is?"

Wallflower looked at it for a bit before her eyes slowly started widening as she said quietly. "No...way…" She said in a completely surprised tone as she pieced together that it must have been Sunset's diary since they were just talking about her.

"Yeah." Lincoln confirmed with a nod as he put the diary back in his hoodie. "She's had it for a long time, probably since she was a kid. It's old and the handwriting in the first several pages isn't the best. And I read through it and...I'm not sure what exactly, but I think there's a lot more to Sunset then we think. Something more deeper and emotional that's making her act like this."

Wallflower hummed as she took all of this information in. It was hard to believe that the girl the whole school was afraid of actually had something more to her than just being a total bitch. But if the diary Lincoln had said all these things...then maybe it was possible. It was probably easier for Wallflower to consider this as a possibility then any other student since she didn't really have any beef with Sunset since Sunset never interacted, just like every other student. "Ok…" Wallflower said as she started considering the possibilities. "So what are you going to do about it? I assume you're probably gonna try and dive deeper into this."

"...Yeah." Lincoln admitted as he did want to know more about Sunset's past and her potential problems. If she was doing this all for a specific reason, and she most likely was, and Lincoln could help her, he wanted to. "I don't know the full story, but there is one person who does."

Wallflower instantly knew who Lincoln was talking about and gave the white head a worried look. "It's not going to be easy." She told him in a concerned/warning tone. "She's not just gonna open out about any potential problems she has. Especially to you. I've heard about what you did to her yesterday and you probably aren't one of her favorite people."

"Yeah I know." Lincoln said with a sigh before looking to Wallflower Blush with a small smile. "But it's like I told you, you won't know unless you try."

Wallflower couldn't help but giggle a bit and say. "Yeah." The two then started walking again as the green skinned girl pointed to a door they were coming up to. "That leads right to the soccer field."

Lincoln nodded in response as the two of them approached the door and opened it up. Sunlight leaked out causing them to wince, but once their eyes adjusted to the brightness they saw that right in front of them was the Cantorlot Soccer field.

And in the distance near the bleachers, they saw 6 people standing there. Lincoln was able to see Twilight, Applejack, Pinkie Pie and Fluttershy. Along with those 4 he could see the human version of Rarity and Rainbow Dash. She would recognize their unique hair style and colors respectively anywhere.

"There they are! Let's go!" Lincoln said as he started to run towards the group. But he soon stopped when he noticed a lack of footsteps behind him. He looked to see Wallflower Blush in the same place, hold her arm with an incredibly nervous expression on her face.

Lincoln knew what was up and walked up to Wallflower and put a hand on her shoulder. "It'll be ok. I promise." The Loud boy reassured her softly.

Wallflower looked back at Lincoln for a moment, then over at the Main 6 by the bleachers. She swallowed a lump in her throat as she mouthed out an 'Ok.'

Lincoln nodded at her before the two started working towards the group together. Once they got close, Lincoln shouted to them. "HEY GUYS!"

This got the Main 6's attention as they saw Lincoln approaching them. Twilight smiled brightly as she got up from the bleachers and quickly went over to him and said. "Lincoln! It's so good to see you again!" Twilight said as the Loud boy gave her a reassuring thumbs up. "So, uh, how did you little mission go."

Lincoln averted her gaze as he said vaguely. "It...went." He answered as Twilight rose a brow. Before she could ask further Lincoln quickly said. "I'll tell you about it later. Let's focus on the now. I've seen you've been busy."

Twilight perked up as she nodded and moved to the side and showed Lincoln the human version of all their ponyville friends standing behind her. "I ended up meeting up with Applejack, Fluttershy, Pinkie Pie, and Rarity when I was going over my plans to win the Fall Formel. They were trying to protect me from Sunset since she hasn't done anything to me yet and I ended up finding out some things. Long story short we met up with Rainbow Dash and her and Applejack made up and now they're all friends again!"

"Well that's good to hear." Lincoln commented as the human Rainbow Dash walked up to him.

"So, you're the guy that knocked down Sunset Shimmer huh?" Rainbow asked the Loud boy with crossed arms. Lincoln nodded...but it didn't sit right with his gut. Honestly after reading Sunset's diary he was starting to feel bad about what he did and said to her. "Ha! Man I wished I could've seen that!"

"Hehe...yeah." Lincoln sheepishly muttered before he cleared his throat and quickly changed the subject. "Anyway, Twilight, you're not the only one who's been busy making friends. I actually have someone here with me."

"Really?" Twilight asked with a smile. "Where are they?"

"She's right her." Lincoln said as he took a step to the right and showed Wallflower blush hiding behind him and looking at everyone with a shy and nervous expression and a pink blush on her cheeks.

"H-H-H-Hi…" Wallflower nervous stuttered as she forced herself to smile.

Twilight simply smiled at her and gave her a wave. "Hello. I'm Twilight Sparkle. It's really nice to meet you!" Twilight told her in a positive and welcoming tone.

"I-I'm W-W-Wallflower B-Blush." Wallflower responded as she looked away and tried to hold her composure.

However, the CHS students all looked at her with confusion with Rarity raising her brow and asking. "Apologizes darling, but we've never seen you before. Are you new here?"

"I-I've b-been classmates with all of you for years." Wallflower muttered quietly as she poked her fingers together.

All the CHS students were surprised by this. She sounded honest, and Applejack could stop a liar from a mile away, but they've never seen her before.

"Are you sure?" Rainbow Dash asked as she kicked the soccer ball at her feet up to her hands. "I've never seen or heard of you before."

"I'm...not the most well known person." Wallflower admitted to everyone sadly as she fidgeting her fingers and looked down.

"Guess not." Applejack said as she adjusted her hat. "Sorry bout that."

"It's fine, really." Wallflower said as she grinded her foot into the ground softly. "I'm used to people ignoring and forgetting about me."

"Oh you poor thing." Fluttershy said with sympathy as she hovered a hand over her mouth. "No one should be forgotten. Right Pinkie Pie?" Fluttershy didn't get any response. "Pinkie Pie?"

As Wallflower listened to everyone's words, suddenly a shadow loomed over her. She looked and was unprepared as she was suddenly pulled into a bone crushing hug by none other then the everyone's favorite cotton-candy haired girl.

"Hi! I'm Pinkie Pie!" Pinkie Pie introduced herself in the only way she knew how. "I'm super-duper sorry that we haven't noticed you before but now we know each other and can start becoming the bestest friends!"

Wallflowers face went went as her cheeks was pulled up against the pink girls cheek. Her heart rate increased from how close to the two were as Pinkie simply smiled happily as she pulled Wallflower into the hug tighter. However, at this point Wallflower's face went from red to blue as she started to lose the ability to breath.

"Pinkie! Down girl!" Lincoln shouted to her as he watched Wallflowers face go from green to red, then blue. "She can't breath!"

Pinkie released Wallflower from the hug, allowing the green skinned girl to breath. Pinkie smile never left her face as she simply said. "Whoospy-doopsy! Sorry about that!"

"...It's...alright…" Wallflower managed to say in between breaths as she started to stand up.

"Alright, getting back on track." Rainbow Dash said as she looked over to Lincoln and Twilight. "So you two are looking to dethrone Sunset Shimmer and for Twilight to become Princess of the Fall Formal huh?"

Twilight and Lincoln looked to each other before Twilight simply gave a sheepish smile and nod. Rainbow then started to juggle the soccer ball with her knees as she said. "Gottta say, I'd love to see that happen. I'll totally help you out." The athlete told them, making them smile. However, Rainbow Dash then looked to Twilight and said. "All you gotta do is beat me in a game of one-on-one?"

"What?" Twilight gasped with worry as Rainbow Dash begun explaining.

"First to five goals wins." The blue skinned girl said as she kicked the soccer ball up and did a flip kick to it and sent it into the nearby goal. "One-Zip!"

Twilight looked with a completely worried look. She didn't know how to play this game and she's still getting used to her human body. But just then Lincoln stepped forward and said. "No hold on, I wanna take you on!"

However, Rainbow looked to Lincoln and rolled her eyes. "Sorry, but it's Twilight here that's running for Fall Formel and trying to dethrone Sunset. I think she should be the one proving herself to me."

Lincoln glared at Rainbow. No way Twilight would be able to beat her, even if she knew what Soccer was. He had to think of a way for Rainbow to accept his challenge instead so they'd have a shot. Just then Lincoln smirked as an idea came to his head and he said. "What's wrong Rainbow? Scared of losing to a boy?"

"Ooooooooo!" The rest of the CHS let out as Lincoln said that. Twilight looked to Lincoln with widened eyes as Rainbow slowly turned to Lincoln and glared hard at him.

"Say...that..._again_." Rainbow challenged in a tone that Lincoln knew all too well from his older sister Lynn.

"I said...are you scared...of losing...to a boy." Lincoln said back as he got right into Rainbow's face and looked her in the eye.

Everyone was silent as Rainbow narrowed her eyes harshly at the Loud boy and said. "It's..._on_!"

* * *

And on it was. Everyone watched as the two battled it out on the soccer field. Thanks to his constant hero work, playing with his sister Lynn, Lincoln was no slouch and was able to keep up with Rainbow Dash and score some girls.

But Rainbow Dash still proved a challenge as she still had much better actual experience with the sport then Lincoln and was able to one-up the white-head a number of times.

Currently the score between the two was tied up. 4 to 4. Everyone was watching anxiously as Lincoln currently had the ball and was heading towards Rainbow's goal with said girl hot on his heels.

Currently Wallflower was watching the white-head with her fingers crossed and muttered. "Come on Lincoln." Rooting for her friend.

Just then a tub of popcorn was handed over to her and she looked to see it was Pinkie as the party girl looked at her with a smile and said. "Popcorn?" with a smile as she took a handful of it and ate it happily.

"Thanks." Wallflower accepted with a smile as she took a bit of popcorn and ate it. She hummed at the taste as it was sweeter than popcorn normally is. Wallflower turned to the pink girl and asked her, "Where'd you get it?" While taking some more.

"I was keeping it in my hair." Pinkie Pie answered casually as she took more. Wallflower stopped eating as she looked slowly to the popcorn in her hand and chewed very slowly on the popcorn still in her mouth.

She then looked to Pinkie again and saw the pink girl stick her hand in her hair and dig around a bit before pulling out a salt shaker. "Want some salt with that?" Pinkie offered as she handed the salt to Wallflower.

Back at the game, Lincoln, the ball at his feet, was approaching the goal with Rainbow right behind him. Lincoln then came to a stop as he prepared to kick the ball into the goal, but suddenly Rainbow's leg came in and lightly pulled on the leg that was still on the ground and tripped Lincoln.

"Hahahaha!" Rainbow laughed as she took the ball and began running off towards the other end of the field.

Twilight and the CHS students all gasped at the dirty move Rainbow just pulled with Wallflower standing up and pointing to Rainbow and yelling. "THAT'S CHEATING!"

"All's fair in love and war!" Rainbow Dash yelled as she got closer and closer to the goal.

"Is that so huh?!" Lincoln yelled before he smirked and went for the Ultimatrix.

"What's he doing with his watch?" Rarity asked as everyone watched Lincoln turn the core of the device on his wrist.

"Oh boy." Twilight muttered. After this they would have some explaining to do to their new CHS friends.

Lincoln then quickly found the alien he was looking for and slammed down the core. Everyone watched as Lincoln was covered by a green flash and then-

"**Fasttrack**!" A high pitched voice yelled out as suddenly an orange and black blur emerged from the flash.

Before Rainbow knew she was suddenly tripped and the ball was kicked up high into the sky. The blur then jumped up high towards the ball and performed a roundhouse kick and the ball was sent rocketing towards the other goal and even creating a small crater when it landed.

They then watched as Lincoln's Citrakayah transformation land on the field on his feet. Everyone but Twilight's jaw dropped at the scene as Fasttrack turned to a completely stunned Rainbow Dash and said. "Guess I win."

"...WHAAAAAAAAAAAAT!?" Rarity yelled she stood up from her seat.

"Hehehe...we can explain." Twilight said nervously.

* * *

And so explained they did. Once everyone was able to somewhat calm down, Lincoln went on to explain the Ultimatrix to them. Needless to say, they were pretty shocked and surprised to hear that the white-head was capable of with that device on his wrist.

"That's...certainly a lot to take in." Applejack commented as she finally regained the ability to speak.

"Yeah, sorry about just surprising you guys with it." Lincoln said sheepishly. It probably would have been better to not just surprise them with it like that, but Rainbow forced his hand, er, wrist.

"Well, you surprised us for sure." Wallflower said as she scratched her head as she tried to process everything she was just told.

"Thats...so...COOL!" Pinkie said as she started to rush and look at Lincoln. "You're like a real life superhero!"

"Heh, you could say that." Lincoln said with a small smirk.

"Well, even though you kinda cheated…" Rainbow Dash was saying as Lincoln gave her a blank look, not bothering to state she cheated as well by tripping him. "You still did beat me, so I'll give ya guys a helping hand in."

"Alright! Thank you so much Rainbow Dash!" Twilight said as she gave the athlete a quick hug.

"No prob." Rainbow Dash said as she returned the hug. "So, what's the plan for dethroning Sunset?"

"We're...still working on that." Twilight admitted with a nervous chuckle.

"Oh! Why don't we head over the Sugarcube Corner and discuss it." Rarity suggested as she was in the mood for a coffee right now.

Everyone muttered in agreement over the meeting place and as they were doing so, Wallflower looked to every and gave a small smile before she started to walk away. But she didn't get far as suddenly she bumped into someone. She looked to see it was Pinkie that suddenly appeared in front of her and gave her a bit of a sad look. "Where are you going?" She asked in a tone that matched her expression.

"We-well…" Wallflower again as she tried to find the words. "You all seem to be in the middle of something important a-and I just met you all. I-I don't wanna get in the way or anything."

"Whaaaaaaaaaaaat?" Pinkie let out as as she waved it off with a 'pfft' and said. "You're not in the way at all silly-willy!"

"But-" Wallflower said but was interrupted.

"She's right darling, why don't you join us." Rarity offered with a generous smile.

"R-Really?" Wallflower said with a surprised look.

"Uh-huh." Fluttershy said with a nod before she looked away and covered her face with her hair. "I-If you wa-want to o-of course."

"Come on Wallflower, we'd love to have you on board." Twilight added with a big smile.

Wallflower could only watch everyone looking at her with open arms. Something she's never really seen before. Her eyes started to sparkle as her cheeks turned pink and a small smile came to her lips. Finally, she spoke. "Well...if you all really want me that bad...then who am I to say no?"

Everyone cheered when suddenly Pinkie pulled Wallflower into tight hug causing the green skinned girl to go red again from the gesture.

Lincoln chuckled at the whole scene before his face suddenly turned a bit serious as he turned to everyone and said. "You guys go. You can fill me in on the plan later."

Everyone turned to him surprised as Applejack asked. "What do you mean Linc?" The farm girl asked. "Ain't you comin?"

"Actually...there's something else I gotta do." Lincoln said in a calm voice, making everyone raise a brow. "Do any of you know where I can find Sunset Shimmer after school?"

Everyone gasped at what Lincoln asked. Everyone except Wallflower. She had a few guesses as to why Lincoln was asking that. "Why do you wanna know darling? Need I remind that she was the one who divided the entire school apart." Rarity said as she looked at Lincoln like he was crazy.

"Oh! Wait, I know why!" Rainbow Dash said as she gave an excited smile at Lincoln. "You're gonna find her, transform into one of those alien hero dudes and beat her ass into the ground!"

"...No." Lincoln answered seriously, surprising everyone again. "I just wanna talk with her."

"But...why?" Twilight asked with a confused tone.

"...It's just something I have to do." Lincoln said again in the same tone.

Everyone still looked at him confused. Why did he want to talk to her? Before anyone could question anything else, Wallflower spoke up. "I-I know where she is." The green skinned girl told as everyone looked to her.

"You do?" Lincoln asked her and urged her to go on.

"Y-Yeah." She confirmed. "She works at this sushi restaurant at the mall. I go there sometimes. The sushi there is really good. Sunset Shimmer works there as a waitress."

"Thanks Wallflower. I gotta get over there." Lincoln said as he started walking towards everyone. He then reached into his pocket and pulled out his phone. He had it with him since Twilight first opened the portal that sent him to Equestria and he's kept it around. Of course it couldn't call anyone or use wifi in Equestria, he could still use the non-internet required stuff and charge it with his electric forms. But here he should at least be able to use it to contact other people from this human world. Even if isn't the same as his own.

"Here's my number." Lincoln said as he showed his contact information to Wallflower. The green skinned girl nodded and pulled out her own phone and quickly wrote down his number into her phone. "Text me the plan, I gotta get to that restaurant."

Everyone then watched as Lincoln walked away, not even giving anyone a chance to speak up to him again. They all simply looked at each other and shrugged and let Lincoln do what he wanted to do.

* * *

Later into the day, Lincoln was now in the Cantorlot City Mall. It wasn't hard to find after asking someone for directions. Once inside, Lincoln quickly found the map of the mall and found the sushi restaurant was located on the first floor near the fountain.

Lincoln quickly walked over there and found a restaurant named "The Fishing Hole." and quickly assumed this was it. He went inside and requested a table and thanks to it not being busy today, he was able to be seated immediately.

After a few minutes of waiting, he heard footsteps coming towards him followed by a familiar voice in an annoyed tone. "Alright, let's make this quick. What do you want to drink?" Lincoln looked to see that, sure enough, Sunset Shimmer was walking over to him, not noticing it was him due to holding a notepad in front of her face.

Her uniform consisted of what looked like a mix between a basic waitress outfit and a japense kimono. It was primarily blue with white marks over it and the center being a white apron with a chibi octopus on it and a pufferfish hair piece.

"Hey." Lincoln greeted simply.

Sunset's eyes widened when she heard the familiar voice. She looked to see Lincoln looking at her with a neutral expression and a wave. Sunset looked at him with a very annoyed looked and asked again. "What...do you...want...to _drink_." She asked aggressively, wanting this to be over quickly.

"I don't wanna drink. I just wanna talk." Lincoln told her calmy.

"Well, then I guess we're done here." Sunset said rudely as she started walking away.

"Then I guess you won't get you tip." Lincoln said. Sunset gritted her teeth and looked behind her...and saw Lincoln holding up three 20$ bills.

Sunset looked at the money before giving Lincoln and light glare. She walked up to him and snatched the money from him before sitting across from him, crossing her arms and sayings. "You got 5 minutes."

Lincoln then let out a sigh as he faced Sunset and said. "First, I wanna say...I'm sorry."

"What?" Sunset asked with a raised brow.

"I'm sorry for what I did and said to you. I lost control and shouldn't have reacted like that." Lincoln specified while looking Sunset in the eye.

Sunset simply glared at Lincoln in response as she said. "Is that it? If you seriously think a stupid little apology is gonna make me-"

"I'm not done yet." Lincoln interrupted her with the same tone he's been talking in the whole time. "I also wanna say... I understand."

"Huh?" Sunset asked rudely with a raised eyebrow.

"I understand." Lincoln answered again. "I understand what it's like to feel unwanted. Not no feel needed. To feel...alone."

Sunset's bully and rude demeanor had finally broken as she suddenly tensed up. "Wh-what?" She said in a surprised tone as she suddenly had a few beads of nervous sweat go down her head.

"Listen, I live with ten sisters." Lincoln told her, honestly surprising Sunset in a completely different way. "All of them have their own special talents. My sister Luan's a comedian, my sister Lana's great with animals and tools, and my sister Leni has her fashion talent and the list goes on. And for most of my life, I can honestly say I was jealous of them."

"Wh-where are you going with this?" Sunset asked as he demeanor continued to slowly break. Lincoln's eyes were able to see that Sunset started to lightly tremble and her arms shifted a bit. She was starting to hug herself.

Lincoln then continued, hoping to get Sunset to open up. "I really didn't have a talent of my own. I was pretty much just the boy of the family. I didn't really find myself all to special and could only watch as everyone would praise them and their trophy cases would fill up. I felt pretty insecure about myself. I would always try the craziest things to try and accomplish stuff. But a lot of the time I would end up humiliating myself or get my sisters into some sort of crossfire. It's like everything I did just...didn't matter."

Sunset's condition only got worse as her trembling got more noticable, her breathing got more rapid, and she held herself tighter. "Where...are you going with this." Sunset said quietly through her teeth.

"I'm saying I know how you feel." Lincoln answered simply as he gave Sunset a soft sympetic smile. "I had friends, but...I still didn't think too highly of myself. And by sisters used to push me around a lot. Until I was 11, I really didn't have anything that really made me stand out. Like...if I wasn't a part of my family...nothing would even change."

Sunset went completely quiet when Lincoln said that. She froze as her breathing got funny. Just then she shot up as she quickly left the booth. "Ok! We're done here!" Sunset quickly said as she got up from the booth.

But she failed to notice Lincoln stood up when she did and as Sunset and as Sunset was trying to calm herself down and regain her demouner, she couldn't do anything as Lincoln walked up to her...and hugged her.

Sunset froze as the Loud boy pulled her into a soft hug. She didn't struggle or do anything as Lincoln held her close and said. "You don't have to do this. You don't have to be alone anymore."

Sunset's eyes widened again when he said that in a comforting tone, the kind you'd expect to hear from a big brother cheering up their young sibling after they've had a bad day. Sunset stood still for a few moments until she was finally able to snap back to her senses and pushed Lincoln back and out of the hug.

Lincoln's demeanor didn't change as he kept looking at Sunset with the same sympathetic expression and soft smile. Sunset kept trembling as water started to build up in her eyes. She did her best to glare at Lincoln as she reached into her pocket and took the 60$ Lincoln gave her and slammed it down on the table.

"Keep your stupid money!" Sunset said in an almost broken tone. "When I get that crown...I won't need it!" And with that, Sunset quickly power walked away.

As Lincoln watched her left, he picked up the money and said one thing.

"I'm not giving up on you."

* * *

Back with Sunset, she quickly made her way to the girls bathroom in the restaurant and locked herself in the stall. She pounded her first against the stall door as she breathed heavily and could do nothing to stop the tears that fell down her eyes.

The conversation she had with Lincoln kept playing in her head.

'I understand.'

"Shut up!" Sunset said as her legs started trembling as she pounded the door again.

'I'm saying I know how you feel.'

"No you don't!" Sunset shouted again as she slowly started to fall to the floor.

'You don't have to be alone anymore.'

"Just...leave...me...alone…" Sunset said as she fell to her knees and lightly hit the door as she started to quietly sob.

Back with Lincoln, he was simply sitting on a bench in the mall thinking. Thinking of a way to get Sunset to crack and finally open up. It was pretty much confirmed now through her reactions that she had something more to her.

And he was determined to help her.

Just then he felt a vibration in his pocket. He took out his phone and saw he got a text from an unknown number. It must have been Wallflowers. Most likely the plan to get the students to vote for Twilight.

He opened it up and read it.

"...Huh...that's quite the plan."

* * *

_**THE NEXT DAY**_

It was the third day. The day where the Fall Formel would be taking place. The day where the portal would close. Currently, it was lunch time at CHS as all the students were separated into their groups.

And currently, Rarity, Applejack, Rainbow Dash, Fluttershy, Wallflower Blush, and Lincoln were sitting around the lunch room in different places. All of them were wearing CHS Wondercolts shirts, pony tails, and headbands with with pony ears on them.

Just then Pinkie came up to the lunch line and put on her own headband as she grabbed a lunch tray and started beating it against the counter in a beat.

And then the rest of their friends started adding to the beat. Rarity stomping and clapping her hands, Fluttershy banging cups against the table, Wallflower banging spoons against a row of upside down bowls, and Lincoln slamming his fist down on the table. Just then Spike, who was sitting in the corner in Twilight backpack, hit a button on a radio with a phone in it causing it to play music.

And then...they started singing.

AJ, FS, RD, R, PP, WB, and LL:

_Hey, hey, everybody! We got something to say!_

_We may seem as different as the night is from day!_

_But you look a little deeper and you will see that I'm just like you! And you're just like me! Yeah!_

All of them then started going around the lunchroom and getting everybody's attention about the song so they would listen to what they had to say.

AJ, FS, RD, R, PP, WB, and LL:

_Hey, hey, everybody!_

_We're here to shout that the Magic of Friendship is what it's all about!_

_Yeah!_

_You thought we we were different as the night is from the day!_

_Until Twilight Sparkle helped us see another way!_

_So get up! Get down!_

_If you're gonna come around!_

_We can work together helping Twilight win the crown!_

_So get up! Get down!_

_Cause it's gonna make a sound!_

_If we work together helping Twilight Sparkle win the crown!_

As they all started to get the others into the song and beat, suddenly Pinkie Pie took over as she started to get other's attention.

Pinkie Pie:

_Hey! Hey! Hands up now!_

_We're sending a message to the crowd!_

_Hands wave up! Then come down!_

_We party together all around!_

Rarity:

_Generous, Honestly,_

Applejack:

_Laughter, Kindness, Loyalty!_

Fluttershy and Wallflower Blush:

_Twilight helped us each to see,_

Lincoln and Rainbow Dash:

_All that we can be!_

AJ, FS, RD, R, PP, WB, and LL:

_So get up! Get down!_

_If you're gonna come around!_

_We can work together helping Twilight win the crown!_

_So get up! Get down!_

_Cause it's gonna make a sound!_

_If we work together helping Twilight Sparkle win the crown!_

Lincoln and Wallflower then opened the doors to the lunch room revealing Twilight wearing her own CHS shirt, ears, and tail. She then came into the lunch room and started singing herself.

Twilight Sparkle:

_I'm gonna be myself, no matter what I do._

_And if we're different yeah I want you to be true to you._

_If you follow me. We'll put our differences aside!_

_We'll stick together and start working on the that SCHOOL PRIIIIIIIIIIIIIIIIDE!_

Everyone:

_Jump up! Make a sound!_

_Stomp your hooves! turn around!_

_Start now! Make a change!_

_Gonna come around!_

_Jump up! Make a sound!_

_Stomp your hooves! Turn around!_

_Cantorlot Wondercolts!_

_Help her win the crown!_

_Jump up! Make a sound!_

_Stomp your hooves! Turn around!_

_Start now! make a change!_

_Gonna come around!_

_Jump up! Make a sound!_

_Stomp your hooves! Turn around!_

_Cantorlot Wondercolts!_

_Help her win the crown!_

_Jump up! Make a sound!_

_Stomp your hooves! Turn around!_

_Start now! make a change!_

_Gonna come around!_

_Jump up! Make a sound!_

_Stomp your hooves! Turn around!_

_Cantorlot Wondercolts!_

_Help her win the crown!_

_YEAH!_

Once they finished, everyone in the lunchroom had come together during the song, laughing and singing together. Being friends.

Once the group saw the success of their song, they all laughed and cheered together with Pinkie pulling Wallflower into another tight hug,

Lincoln then turned to the audience and said. "Not gonna lie. That felt great!"

Things were looking up for Twilight winning.

* * *

**_Another chapter of this arc completed! As you can see I'm doing quite a bit with Wallflower Blush and trust me it's not gonna end here. Me and my friend Petrus have planned a lot with her and we're really excited! And I hope you guys are to!_**

**_And things are opening up more for Sunset. Will she open up completely? You'll have to wait and find out._**

**_Remember to Fav, Follow, and leave a review._**

**_Oh, and unlike every other chapter, I'm got gonna reveal the next chapters name. I think I'll keep it to myself._**


	11. EG Part 4 - Demons and Inner Demons

**_...Here it is._**

* * *

"WOOOOOOHOOOOO!" Pinkie by cheered as she and the rest of her friends walked through the hallways of CHS still wearing their wondercolt gear. And it was the same for the rest of the students as they were walking through the halls wearing ear headbands and tails.

Do to Twilight, they were able to do something they haven't been able to do in years. Be together. Be friends. No matter if they were a rocker, a nerd, a jock, or a fashionista, it didn't matter. Everyone could just come together and be friends.

"Isn't everyone just fabulous?" Rarity said as they watched all the students walking past them with the Wondercolt gear.

"It was a great idea Rarity." Twilight complimented as she put a hand on the white skinned girls arm.

"That's my sugarcube for ya." Applejack said as she wrapped an arm around Rarity and pulled her close with Rarity cheeks turning red in response. "Beauty and brains."

"Darling, stop~" Rarity said with a small smile while rewarding her girlfriend with a kiss on the cheek.

"Yeah, honestly that felt great, Super fun to." Lincoln commented as he was bobbing his head, the song they just sang paying in his head. "And I'm not one for suddenly breaking out in song...well expect that time during space Mardi Gras."

Fluttershy gave a small giggle in response as she suddenly looked behind her and saw Wallflower following behind him. Her expression was unreadable due to her hair overshadowing her face. "Uh, Wallflower Blush, are you ok?" Fluttershy asked in a concerned tone as everyone stopped to look at Wallflower themselves.

"That...was...AMAZING! Wallflower suddenly cheered as a big toothy smile came onto her face as her eyes sparkled more than a clear night sky. "DID YOU SEE US BACK THERE! WE WERE AMAZING! EVERYONE WAS ACTUALLY LOOKING AT US AND HEARING US AND WE MANAGED TO BRING THEM ALL TOGETHER! IT WAS GREAT!"

"Bet it feels great to be heard huh?" Rainbow Dash asked with a smirk and crossed arms.

"Yeah! It really does!" Wallflower said as she can't remember feeling this good for a long, long time. "People actually saw me! People actually listened to me. I...I don't want this to end."

"Well it doesn't have to!" Pinkie said as she suddenly popped up next to Wallflower and pulled her into a hug yet again. "Your if us now! And we're gonna gave the bestest time together as the bestest friends!"

Similar with all the other times Pinkie hugged her, Wallflower's cheeks turned pink. And this time, she gave a soft smile as she wrapped her hands around Pinkie and finally returned one of her hugs. "Thank you."

Everyone simply watched the cute with a smile as Pinkie started pressing her cheek against Wallflowers as Lincoln turned to everyone and asked. "So what now?"

"Now? The most important part darling." Rarity told everyone in a very serious tone that took everyone aback with the way the fashionista spoke. And then, Rarity revealed what the next part was. "WE GOTTA DECIDE WHAT TO WHERE!"

Everyone deadpanned as Rarity squealed like fangirl with a giddy smile. Leave it to Rarity to treat clothes and fashion like it was one of the most important things in the world that should be treated with the utmost seriousness. "Let's meet at the boutique after school! Oooooo I can already picture what you'll all be wearing! I'm so excited!"

It was then that everyone couldn't help but chuckle as they started walking forward again. "Well I guess I can't help but be a little nervous." Twilight admitted with a small smile and pink cheeks. "Even after everything, I just hope I'm able to win back the cro-" But was Twilight was talking suddenly she bumped into someone causing her to fall to her butt.

"Woah! You know, we really need to stop running into each other like this." A familiar male voice said that made Twilight freeze as pink cheeks go darker. She looked up saw the blue haired boy she'd come to know as Flash Sentry looking at her with a smile and offering his hand to her.

"Hehe, sorry about that...again." Twilight said as this wasn't her first time bumping into Flash. She took the hand with dark pink cheeks as Flash helped her up.

"It's cool." Flash reassured her before he put his hands in pockets and looked around at all the students wearing the Wondercolt gear and said. "You know, that was pretty amazing how you were able to bring everyone together like this."

Twilight's cheeks went from dark pink to full on red as she averted her gaze and said modestly. "I-I-It's n-nothing r-really." Twilight started with an extremely sheepish smile. "I-I just wanted to undo the damage Sunset Shimmer did and bring everyone together in friendship."

"Well you did a great job. It's been awhile since I've seen everyone together like this for a long time." Flash said as he looked at all the students in the hallway again. "Your gonna win Fall Formal Princess for sure."

"Hehehe, t-thanks y-you." Twilight muttered quietly as she twirled her hair with her finger.

They were both silent for a moment with blushes on their faces as Flash spoke again. "S-So hey, I know we haven't known each other long, but I was wondering...do you wanna go with me to the dance tonight?"

Twilight's entire face went red as her eyes widened. "Wh-what?" She gasped out in surprise.

"I-I know it's sudden, but I think you're really cool, pretty, and just nice." Flash told her as Twilight's red face started to glow a bit as Flash Sentry complimented her. "So, what do you say?"

Twilight thought about it for a moment before she looked to Flash with a bright smile and said. "Yes. I'd love to go to the dance with you."

"Alright!" Flash cheered while raising a fist. However, he quickly realized what he did as his cheeks turned pink in embarrassment as he quickly tried to get back his cool demeanor and said in a more laid back tone. "Uh, I mean, awesome."

Twilight giggled at his expense and said. "So, I'll meet you here tonight?"

"It's a date." Flash said with a wink as he started walking away. Twilight waved to him with a giddy smile and red cheeks as he walked away.

Once he was out of sight, she turned to her friend looking at her with unsure looks. "You're playing with fire darling." Rarity warned her as she mentioned to Twilight the other day that Flash Sentry used to date Sunset Shimmer herself until a few weeks ago.

Twilight's face fell a bit as she said. "Y-Yeah. I know." She muttered quietly.

Everyone stared a here silently until their faces then changed to give Twilight small smiles. "But I'll admit, you two are rather adorable together." Rarity admitted as Twilight looked up at them.

"Huh?" Twilight asked as she tilted her head a bit.

"Well you're already tryin to take her crown." Applejack added, referring to Sunset Shimmer. "If it makes ya happy, I saw go for it."

"We'll be with you all the way." Fluttershy added in quietly.

Twilight couldn't help but give a warm smile to them all. They really did remind her of her Ponyville in more than just appearance. And yet they still had their differences that made them truly unique. "Thanks girls. For everything."

Everyone gave Twilight their own warm smile and nods to the purple skinned girl. Rarity then broke the silence as she said. "Now come on darlings, I got some dresses to design for you all!"

It was then that Wallflower spoke up and said. "Y-You know, I've never really wore any sort of formal clothes before." She revealed to everyone. "It's gonna be a bit out of my comfort zone to wear one."

"Don't worry darling." Rarity reassured the green skin girl with a wave. "I'll make sure to make you something that just screams you."

"Thanks." Wallflower said as she twirled her hair around her finger as a small blush came to her cheeks.

They all then started walking again and talking about how to prepare more for the dance tonight. However, Pinkie and Lincoln stood next to each other and had blank faces ever since Flash started talking to Twilight. The two then slowly looked to each other with Lincoln saying. "So, what do you think of those two?" The Loud boy asked, referring to Flash Sentry and Twilight.

"On the shipping scale?" Pinkie Pie replied as she hummed in thought." On a scale of 1 to 10...I'd give it a 3."

"Well you're more generous than me." Lincoln said as they face forward. "I'd give it a 2." The two then started walking after everyone.

As they were walking, a man in a janitor's uniform walked past them while holding some keys in his hand. He wore a dull monotone look on his face as he went to a door labeled 'Janitor's Closet' and used one of the keys in his hand to unlock it.

Once he opened it, he looked inside to see that Snips and Snail's were still tied up with duct tape over their mouths. The janitor's face never change as he looked at them with them looking back at him. The janitor then asked, "Was it the Kindergarden girls again?"

* * *

Later into the day, the group was now as the Cantorlot Botique, where Rarity worked, and were currently trying on various boots and clothing items for the dance tonight. As Lincoln was trying on a light blue tux, similar to the one he wore back in his world, a thought crossed his mind. Tonight was the night they would have to return.

He thought about this a bit and what it meant before he turned to Twilight as she was trying on some earrings Rarity showed her. "Hey Twilight, can we talk for a sec? In private."

Twilight rose her brow at the sudden request but simply nodded her head and said, "Sure." Lincoln gestured his head to one of the changing booths covered by a curtain. Twilight caught onto what Lincoln meant as she, with Spike walking behind her, walk into the booth with Lincoln. "So what's up?"

"Well, I've been thinking…" Lincoln said slowly before revealing. "Since this is our last day here since we have to go back tonight...I think we should tell them the full story. About the crown. Equestria. Everything."

"What?!" Twilight gasped with surprise at Lincoln request. "W-We can't!"

"Why not?" Spike asked while looking up at her with Lincoln asking the same thing silently.

"It's just…" Twilight struggled to say. "What will happen if these girls find out just how different I am?"

"They won't think any differently of you." Lincoln told her firmly. "Twilight, we've already told them about the Ultimatrix. And like I said, we're leaving tonight. If we're going to leave...we should at least tell them the truth."

Twilight look down in deep thought. He was right. Tonight would be the night the portal would be closing. And for the next 30 moons. Two and a half years. And these girls have done so much to help them..they deserve to know why they were there, what the stakes were...and why they would have to leave. "Ok...you're right. We need to tell them."

"Good on you Twilight." Spike told the purple skinned girl with a smile while wagging his tail.

"Come on." Lincoln said with a smile as he gestured his head towards the curtain that was blocking them off from the main room of the store. "Better to do it now."

Twilight took a deep breath and nodded in response. They then opened up the curtain and saw everyone was still trying on stuff. "Hey everyone." Lincoln said, getting all of their attention. "Twilight has something she needs to tell you all."

"What is it sugarcube?" Applejack asked as all the girls turned to the purple skinned girl.

Twilight took another deep breath as she prepared to tell her human friends everything. "You see-"

But as she talked suddenly Pinkie Pie interrupted her and said. "You're from an alternate world and you're a pony princess there and the crown actually has a magical element embedded in it that helps power up other magical elements and without it they don't work anymore and you need them to help protect your magical world and if you don't get the crown tonight you'll be stuck in this world and you won't be able to get back for like a really, really long time!" Pinkie finished by giving a giant toothy smile.

Twilight and Spike's jaw dropped as much as they possibly could while Lincoln's jaws widened like dinner plates as he muttered. "Well...damn…"

Rainbow Dash rolled her eyes at Pinkie's obviously ridiculous story and said. "Yeah. I'm pretty sure that isn't the reason."

"No. She's pretty much spot on." Spike said in front of everyone making their eyes widened as they looked at Spike completely stunned.

"He can talk?!" Rarity shouted in shock.

"Oh yeah," Spike said as he walked up towards everyone. "And back where I come from, I'm not even a dog. I'm a ferocious fire-breathing dragon!"

"Keep telling yourself that fax machine." Lincoln said with a snarky tone and smirk as Spike glared at him.

Just then Fluttershy looked to Spike with sparkling eyes as she surprisingly pushed everyone away and got on her hands and knees to Sikes level and looked to the dragon turned dog with a big smile. "This. Is. Amazing! Tell me, what are you thinking right now?" Fluttershy asked excitedly.

Spike looked to Fluttershy with a confused look as she eagerly awaited his answer. Just then Spike turned to a still surprised Rarity and walked up to her and said. "Sure would love a scratch being the old ears."

"Gah…" Rarity let out, still in shock over everything happened as Spike flinched at her reaction.

"Maybe later." Spike said with a lowered head.

Twilight then looked to Pinkie with a confused look and asked. "How did you know all that?"

"Just a hunch!" Pinkie said with a shrug.

"Of course." Lincoln deadpanned.

"Hold on a minute!" Applejack interrupted and as she wanted to get some things absolutely clear. "You're a pony?"

"You're a _princess_?" Rarity asked, still a bit in shock.

"You're from another world?" Fluttershy asked as she got up.

Twilight could only blush with a nervous smile and nodded her head.

"That...is...AWESOME! Rainbow Dash cheered as suddenly the human version of her Ponyville friends swarmed her questions.

Lincoln simply smiled at how well it went, and looked forward to see Wallflower staring at everyone, still in shock a bit. "You ok?" Lincoln asked as he walked up to the green skinned girl.

Wallflower snapped out of it with the shack of her head as she stared at Lincoln with a completely confused look. "So...wait...if she's a pony...are you a pony to?"

Lincoln chuckled as he shook his head. "No, just here. I'm human...most of the time anyway. It's a bit of a long story but I kinda ended up in Twilight worlds due to magic stuff. I'm from a human world, just not this one." Lincoln summarized while trying not to make it sound over complicated.

"...I'm just gonna have to take your word for it." Wallflower said as this was just to confusing for her to keep up with.

"Probably a good idea." Lincoln said as he never liked trying to make sense of, let alone explain, all this multiverse stuff. He had a hard time enough with it when Professor Paradox talked about it.

Wallflower chuckled a bit...but stopped when she realized something. "Wait...you're leaving tomorrow." Wallflower asked silently with a sadden tone.

Lincoln winced a bit. He was afraid of this, but it was unavoidable. "Yeah."

"But...But…" Wallflower said as she started trembling. "But...we just became friends."

"I know…" Lincoln said with a sadden tone.

They were silent for a minute, not even listening to Twilight conversation with the other girls. After a few moments, Wallflower finally spoke. "Promise me…"

"Huh?" Lincoln asked when Wallflower said that.

"Promise me…" Wallflower repeated again as she too a deep breathe. "Promise me when you get back...you'll find a way to come back sooner. So we can get to know each other better. Please. I don't wanna lose my first friend in so long already."

Lincoln looked to Wallflower for a moment, before he gave her the same thumbs up he's given her since they met and a small smile. "I promise."

"Thank you." She said as the green skinned girl hugged the Loud boy, which Lincoln quickly returned. After 5 seconds, they separated as Wallflower took a step back and shook her head to snap out of her funk. Once that was done, she decided to change the subject. "So...how did it go with Sunset yesterday."

At hearing the mention of the yellow skinned girl, Lincoln's face turned serious as he said. "She definitely has some issue's she hiding. I wouldn't be surprised if those are what caused her to do all the things she did."

Before Wallflower could say anything, Lincoln went over to where he hung his hoodie and took the diary he got from Sunset's out of the pocket and tossed it to Sunset. "This should give you some light on what's going on. It doesn't tell the full story, but it tells a lot about her."

Wallflower looked at the diary with hesitation. It felt wrong looking into someone else's diary, even if it was Sunset's. But, if this would show her some possibility with the girl, she opened it up and began reading.

She skimmed through the pages fast enough so that she could read, but not so fast that she'd risk missing anything important. It took her about 10 minutes, and when she was done, she closed it and a surprised and sympathetic look was on her face. "Wow...thats...thats pretty deep."

"Yeah," Lincoln said as he leaned against the wall and crossed his arms. "From what I can gather, she seems to have some serious abandonment issues and blames Twilight for the reason everyone left her."

"But why?" Wallflower asked as she was know wanting to know the full story behind Sunset and even wanting to help the girl now.

"I still don't know." Lincoln said as he lowered his head. "Their are bits and pieces to what happened but I don't know exactly what happened. Sunset's definitely gonna be at the formal tonight, so this is gonna be my last chance to try and help her."

Just then the Loud boy felt a hand on his shoulder and looked to see Wallflower putting her hand and his shoulder and giving him a determined smile. "I'm with ya!"

Lincoln gave Wallflower a thankful smile and nod when suddenly Rarity voice yelled out from the other room. "Wallflower darling! Could you come over here real quick! I want your opinion on the dress I'm making for you."

Wallflower's cheeks turned pink in embarrassment a bit as she remembered that she would be wearing a dress tonight. "C-Coming!" The green skinned girl yelled as she walked off.

Once she was gone, Lincoln looked out the window and saw that the Sun was slowly started to set…

_Tonight's the night._

* * *

And sure enough, that night, a limo was pulling into the CHS parking lot. The door opened as none other the Twilight and all her friends came out of it wearing their outfits for the Fall Formal.

Pinkie's outfit consisted of a blue, purple, and light violet dress with a yellow ribbon with the middle of her dress having her pony version's Cutie Mark on it. She also had a small blue top hat with a yellow ribbon around it and purple, yellow, and pink boots with pink ribbons on the top.

Rarity had a sparkly blue dress with white boots that had pink bottoms and jewels on the tops.

Fluttershy had a light blue and yellow dress with a butterfly clip in her hair. She had blue boots with pink bottoms and straps.

Rainbow Dash had a rainbow dress that resembled more of a sleeveless tank top. She had dark pink boots with little wings on them.

Applejack had a white scarf with her dress being dark blue with a red ribbon around the waist and and apple pattern at the bottom. She wore slightly different boots with green bottoms and her hat now had a light green ribbon and a rose on it.

Lincoln wore a simple blue tux with matching pants and black flats. He had a white undershirt with an orange tie.

Wallflower Blush's outfit had a plant theme. The entire dress was a light green and slight sparkly. The bottom of her dress resembled leaves as she had a brown ribbon with a daisy on it. She wore white long gloves with a rose pattern and her hair was done in a ponytail with a sunflower clip.

Finally Twilight's dress consisted of a pink sparkly dress with white and purple stripes around the waist as well as a white ribbon. She also had pink and white boots with dark purple bottoms.

As they exited the limo, suddenly a black car with lightning bolts painted on it drove up next to it. Out of it stepped Flash Sentry with a black tux with a blue undershirt and a rose on the collor of the tux.

"Twilight!" Flash called out, making Twilight stop before she entered the school with the rest of her friends. Twilight watched as Flash ran up to her with a blush.

"Hey Flash…" Twilight greeted as they both looked into each other's eyes.

"Hey Twilight…" Flash greeted back with red cheeks. "You...you look really nice."

"So do you." Twilight said back as they both simply entered an awkward. Suddenly they both broke it by giggling. "Sorry, I'm not quite used to this."

"It's cool. I'm a little nervous to." Flash told her making Twilight smile sweetly. Flash then walked past Twilight and opened up the door for her. "Ladies first."

"My, what a gentlemen." Twilight said with her best Rarity impression, making them both laugh a bit.

* * *

Inside the gym, the dance was in full swing. The disco ball was rotating along with mutli-colored spotlights. All the students were dancing around while Flash Sentry and his band were playing on stage.

There were two people however who weren't dancing around and partying. Lincoln and Wallflower. "You see her anywhere?" Lincoln asked as he and Wallflower looked around for one person in particular.

"I can't find Sunset Shimmer anywhere." Wallflower answered as they failed to find the red and yellow haired girl anywhere.

"She's probably hiding somewhere." Lincoln assumed as he turned to the green skin girl. "Probably waiting for the crowning of Princess to do something."

"Yeah, wouldn't surprise me if she had something planned." Wallflower said as it was safe to assume Sunset had some sort of back up plan to get the crown.

As she said that, Flash and his band ended the song they were playing. The rainbow colored lights around the room went off as regular spotlights shined over the stage as Principle Celestia walked up to the middle of the stage and announced. "First off I wanna say how wonderful everything looks tonight. It's so nice seeing all of you together like this after so long." The principle told everyone as it brought her joy to see all of her students together instead of separated into groups. "And now, without further ado, I'd like to announce the winner of this year's Fall Formal Crown."

As Celestia announced this, her sister Vice-Principle Luna came in holding a locked wooden chest. She then opened it to reveal Twilight's crown with her Element of Harmony still in it and shining. Luna then handed an envelope to her older sister as Celestia opened it and started to announce. "The Princess of this year's Fall Formal is...TWILIGHT SPARKLE!"

The entire crowd all cheered as Twilight's friends started hugging each other. However, everyone failed to notice Snips and Snails coming in through the doors as Twilight walked up onto stage.

"Congratulations, Twilight." Celestia said as she proceeded to put the crown on Twilight head.

The crown glowed when it was placed on her head. The crowd cheered again as Twilight nervously waved her hand to everyone when-

"TWILIGHT! HELP!"

"Spike?!" Twilight gasped as she heard the voice of the dragon turned dog calling out to her. Twilight looked around to see that Snips and Snail's had captured Spike and were leaving the gym. "They got Spike!"

Twilight quickly jumped off the stage as she began running after the two boys with the rest of her CHS friends following close behind. Lincoln and Wallflower also took off after them but due to being on the opposite end of the gym had to take a bit more time to catch up.

They all ended up following the two boys outside and over to the statue that contained the portal to Equestria. When they made it there, they saw Sunset Shimmer step up from behind the statue holding a sledgehammer. "That's close enough!" Sunset yelled as she got ready too swing the hammer.

Twilight's eyes widened in fear as she realized that Sunset was threatening to destroy the portal to Equestria. "Twilight!" Spike yelled as Snips and Snails held him tight to keep him from escaping.

"Don't hurt him!" Twilight yelled as she raised her fist.

"Oh I wouldn't dream of it." Sunset said while gripping the hammer tight. "I'm not a monster Twilight." Sunset then looked to Snips and Snail's and ordered. "Let him go!"

Snips and Snail's were confused and surprised by Sunset's order, but ultimatly followed as they let the purple dog go as he quickly ran up to the purple skinned girl as she caught him and gave the dog a hug.

"You don't belong here." Sunset said as all the girls glared at her. "Give me the crown and you can go back to Equestria tonight. Or keep it and never go home!"

They all watched and gasped as Sunset got ready to smash the mirror at anypoint. Twilight begun thinking about the options and what she could do, and as she was doing that, suddenly…

"SUNSET SHIMMER!" Everyone, including Sunset, eyes widened at the voice as they all looked to see Lincoln and Wallflower Blush finally catching up.

They ran up in front of Twilight and the others with Wallflower Blush putting her hands to her knees as she started heavily breathing. "Oh man...I'm really...out of shape." She said in between breaths.

Lincoln then looked Sunset in her eyes as the yellow skinned girl glared hard at her. However, Lincoln could see that her arms started to tremble a bit as he made himself known. Yesterday's conversation was still having an effect on her.

"Listen to me." Lincoln said in a calm and reasoning tone. "You don't have to do this. You don't have to be alone. Please just let me talk to you."

"Just shut up!" Sunset immediately yelled back as she started to lose her demeanor right away. 'Just stop doing this!"

"I won't!" Lincoln answered back firmly as he spread his arms out. "Look. I don't know your full story. But I know you've gone through a lot. More than a lot of people or ponies for that matter. But please. You don't have to be alone anymore. Please. Just let me talk to you. You don't have to do this. Any of this. We can...just...talk."

Sunset's breathing got funny as her whole body started shaking. Every word the Loud boy said got to her and started making painful memories go through her head. Memories of loneliness. Pain. And being thrown away like trash.

The girl's behind Twilight all watched the scene with surprise at both how Sunset's reacting and at what Lincoln was saying. "What's goin on?" Applejack asked quietly.

"I have no idea." Rarity answered quietly as well.

Before Sunset could even try and think of anything to say back, suddenly Wallflower regained her breath and spoke up. "He's right." The green skinned girl answered as Sunset looked to her with a confused but still angry expression. "Trust me."

"I don't even know who you are." Sunset told her with her tone starting to break.

"No one does!" Wallflower yelled as Sunset raised her eyebrow in response. "No one knows who I am! I've been at this school just as long as the rest of you, but until recently, no one even knew my name! I've spent years at this school with everyone not even knowing I existed. I had no friends! Only plants! So I know how you feel! I really do know what it feels like to feel alone. To feel like no one cares about you."

"...R...Really?" Sunset surprising asked in a calm tone as she look Wallflower blush in the eyes.

"Yes." Wallflower answered simply and gave the girl a small smile.

Sunset was frozen. Her breathing as funny and she found her mouth suddenly dry. She took down as her brain tried to think of what to do. She could hardly think straight due to all the emotions and memories going through her right now.

Twilight looked up at the two in front of her and saw what they were doing. She let go of Spike and stood up and walked in front of Wallflower and Lincoln. However the two's eyes widened when she did this as they started shaking their heads at her rapidly at her. "Listen, Sunset Shimmer, I may not know what you've been through, but please listen to me."

"Uh, Twilight. I really don't think you should be the one talking to her." Lincoln said quickly as Wallflower nodded in agreement.

However Twilight didn't seem to hear as she kept speaking despite their warnings. "I can tell what you've been through affected you a lot. Enough to cause you to betray Celestia and come here and do what you've done. But it doesn't have to be this way. Just let me help you."

"...Help me…" Sunset said to Twilight. Her tone leaking with nothing but bitterness and venom. Gone were those emotions and memories Lincoln and Wallflower caused her to experience. What Twilight said to her only made her experience the same things she felt towards her for years, only ten-fold. Anger. Bitterness. Hate.

"YOU WANNA HELP ME?! WHEN EVERYTHING IS YOUR FAULT!" Sunset roared, causing everyone to flinch. "IT'S YOUR FAULT THEY ALL LEFT ME! IT'S YOUR FAULT SHE LEFT ME! IT'S YOUR FAULT SHE STOPPED LOVING ME! IT'S YOUR FAULT SHE THREW ME AWAY! AND YOU WANNA HELP ME?! **I HATE YOU!**"

Before Twilight had a chance to process everything Sunset tackled Twilight to the ground causing her crown to fall off her head and start rolling away. Sunset tried to reach for it, for Twilight held her back.

Just then Spike came in and grabbed the crown in his mouth and started running away with it. "After him you fools!" Sunset ordered Snips and Snails. The two boys quickly followed her orders as they started chasing Spike.

However Sunset got up quickly and push the two out of her way as she pursued the purple dog at a faster speed with everyone else following close behind. Spike ran to the doors to the school and tried to open them, but his dog paws were unable to do so. He looked behind him to see Sunset looming right over him and preparing to take the crown.

"Spike!" Rainbow yelled as she waved her hands to him. Spike knew what Rainbow was doing and proceeded to turn his head and throw the crown to the athlete. Right as Rainbow caught it, Snips and Snails surrounded her and tried grabbing it.

Rainbow was able to hold them off, but she saw Sunset running towards her and turned her head towards Fluttershy and shouted. "Fluttershy! Catch!" Rainbow then threw the crown towards the pinkette.

The crown ended up bouncing against her back, but Fluttershy quickly turned around and caught it. But she then froze in fear as Sunset, Snips, and Snails started approaching her.

Just then Applejack pulled out a lasso and used it to catch Fluttershy and used it to pull Fluttershy away from danger. The shy girl then quickly handed the crown to Applejack. "Rarity!" Applejack called out as she tossed the crown towards her girlfriend.

Rarity quickly caught it, causing her to be targeted. Rarity then got ready to throw the crown, but suddenly Snips came in from behind and snatched it from her hand. Snips quickly started running to Sunset to give it to her.

But suddenly Pinkie Pie appeared behind him and snatched it back as Pinkie shouted. "Lincoln!" And threw the crown towards the white-head.

"I got it!" Lincoln shouted as he jumped and caught the crown. Sunset then started running after him as Lincoln turned to Wallflower and called out her name, "Wallflower!" And threw the crown towards her.

Wallflower Blush managed to catch it as Snips and Snails quickly rushed over to her. "Twilight!" Wallflower shouted as she threw the crown to its owner.

Twilight caught it as Snips and Snails immediately started running towards her. Twilight instinctively threw the crown behind her and didn't look to see who exactly was behind her.

Sunset Shimmer.

"I'll take that." Sunset said as she caught the crown. Everyone froze and watched as she hovered the crown over her head and glared hard at Twilight and said to her in a dark tone. "You took everything from me. Now I'll take everything from you!"

Sunset then put on the crown. It reacted immediately as black and blue energy started to surrounded Sunset when-

"AAAAAAAAAAAAAAAAAAAAAAAAAHHHH!" They heard the girl scream in agony as a beacon of magic energy surrounded her and started raising her up off the ground.

Tears of immense pain started to flow out of Sunset's eyes as the magic of the crown started flowing through her. She managed to pry her eyes open and through the beacon of energy, she spotted the person who's been trying to help her. To get her to open up. To save her. Sunset managed to say one thing to Lincoln before the magic completely overtook her…

"...Help...me…"

The pupils then disappeared from Sunset's eyes as her eyes glowed a white color. Shadowy energy started to cover Sunset as she started transforming. Her skin changed color. She grew a tail and wings. Even her cloths changed.

In a bright flash of light, the transformation was complete. Everyone looked to see that Sunset Shimmer had turned into a demon. Her skin was an ugly red with sharp claws on her hands. She had wings that were black on the back and red on the front with a couple holes on each side. Her hair resembled fire now along with a long tail that was the same color as her hair. She had a dress that was also in a fiery shape with the top being yellow, the middle being black, and the bottom being the same color as her hair and tail. Her eyes were black with blue pupils.

The demon looked over herself before she started to evilly laugh at the success of her gaining the magic. Everyone either glared at her or froze in fear with Lincoln in particular gave a stone cold glare to the transformed girl as the crown she was wearing as well as her hands glowed with the same black and blue magical energy.

Sunset then shot out two beams of magic energy right at Snips and Snails. This caused them to suddenly change into demons with them grinning and Snips saying. "This is gonna be so cool!"

They then started to walk towards the group with them getting ready for a fight with Rainbow and Applejack raising their fist.

Just then they heard screams and looked to see all the other students at the doors to the school. They have seen the whole thing and quickly tried to lock themselves inside the school for protection. Sunset noticed this and landed in front of the school and looked at all the students fearing her and said. "I've had to jump through so many hoops tonight just to get my hands on this crown." She monologue to all the students. "And it really should have been mine all along. But let's be bygones be bygones. I am your princess now. And you will be loyal to me!"

Sunset then used her new powers to destroy the front wall of CHS and flew inside the school with all the students running away from the incoming demon as the crown on her glowed again.

Sunset then put her hands to her forehead and when she opened her eyes, they turned into hypnotic swirls. Suddenly hypnotic waves surrounded all the students as they were put into a hypnotic trance.

Snips and Snails then came up to Sunset as she ordered. "Round them up and bring them to the portal." She ordered as her goons nodded and went off to follow her orders.

"HEY!" Sunset heard a familiar voice yell. The transformed demon look to the entrance she destroyed and look to see Lincoln walking forward with a stone cold glare still on his face.

Sunset simply grinned as she looked down at the white-head before saying. "What? Gonna try and talk to me? To help me? To convince me to stop?"

"...No." Lincoln said while looking straight into the demons eyes. "I wanted and still want to help Sunset. Not whatever you are." Lincoln then looked up at the crown and continued. "That crown took control and is possessing you. Sunset, I don't know if you can hear me, but don't worry, I'm going to save you!"

The demon simply growled at Lincoln before she started laughing evily and said. "Oh really now! And just how do you plan to stop me? I have magic! And what do you have?!"

Lincoln smirked at the demon as he rolled up his tux's left sleeve to show the Ultimatrix. "More than you think." Lincoln said confidently as he activated the alien device. "Gonna need one of my heavy hitters." Lincoln continued scrolling through aliens, looking for one with enough power to take on the demon.

And just then, he found the perfect one. "Well, he should be a good one." Lincoln said as he slapped down the core.

Lincoln was then engulfed in an extremely bright emerald flash. "AAAAAHH!" Sunset yelled as the flash temporarily blinded her

When the flash died down, Sunset's eyes widened in surprise as her jaw dropped. In Lincoln's place was a 15-foot-tall robotic being that was white and orange in color. He had cylinder's on his wrist that were filled with a constantly moving orange energy with that same energy being located on sphere's on his shoulders, the top of his cone shaped head, and an Ultimatrix shaped symbol on his chest with the actual Ultimatrix located on his belt.

When he spoke, he talked in a stereotypical superhero voice. "**Atomix!**" He announced as powerful energy radiated through his entire body.

"What the?!" Sunset yelled as she flew up in surprise. "What are you some kind of freak?!"

"Look in the mirror lately?" Atomix retorted. Sunset growl as she fired a magic blast from her hands at Atomix, but to her surprise the alien hero simply backhanded it behind him and into the sky where it exploded. Before Sunset had the chance to do anything, suddenly Atomix appeared in front of her and grabbed her arm.

The nuclear alien spun around a few times while holding onto Sunset and proceeded to throw Sunset at high speeds into the sky outside. Atomix then started to fly after her, but not before turning the group of girls behind him and said. "Just leave this me!"

Once Sunset stopped, she rubbed her head as she was dazed and dizzy from the throw, before she could recover though, Atomix flew up to her and delivered a power punch to her face, sending her back. Sunset screamed in pain as she held the spot she was punched and glared hard at Atomix. "You've gotten in my way one to many times!" The crown and Sunset's hand glowed as the demon launched a barrage of fire balls at the alien.

"**Nuclear dome**!" Atomic shouted as he crossed his arms and formed a shield of orange nuclear energy around him. The shield successfully block all the fireballs and when the barrage ended Atomix put his first together and flew straight at Sunset. "**Fissle Whistle**!"

Both of Atomix fist collided with the demons gut, knocking the air out of her as she was sent rocketing to the ground. A dust cloud was created when Sunset landed as Atomix waited for it to clear to see what happened. But just then Sunset came flying out of the dust at high speeds with a sphere of magic in her hands.

She flew up to Atomix and fire the magic attack point blank at his face. Atomix was launched back spinning with his face covered in soot. Before he could recover, Sunset rushed him again and kicked him in the cut before she started to slash him with her cloths. Thankfully his extremely tough metal body meant the physical attacks didn't do much.

Atomix took the opportunity to kick Sunset away and put his hands together and chant. "**HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA**!" He formed a sphere of orange nuclear energy in between his hands while he chanting right before throwing it right at Sunset.

Sunset reacted quickly and formed her own sphere of magic energy and sent it right at the nuclear ball to counter. When the two attacks collided they exploded on impact and created a great amount of backslash and sent both Atomix and Sunset back.

As Atomix was fly back, he pointed all of his fingers from his right hand at Sunset while holding his arm with his left hand to aim and shouted. "**Gamma Reactor Blaster**!" Atomix then fired a barrage of mini nuclear spheres at Sunset.

The demon noticed the barrage coming at her and crossed her arms and created a magic shield around her to block them. It was working at first but the barrage never ceased as her shield started to crack.

Just then Atomix stopped his attack as his wrist contained glowed as he crossed his arms in front of him in an X shape and shouted. "**Nuclear Slasher**!" Atomix then slashed his arms in front of him and sent an X shape beam of orange nuclear energy at Sunset.

When it collided with her damaged shield, a large explosion was made as it completely destroyed the demons defense and sent her fly towards the ground. She managed to stop herself before she crashed.

She breathed heavily as her body was covered in bruises and scratches and even a few burns. She looked to Atomix and saw that he only had light damage compared to her and still looked ready for more.

She growl hard as the crown and her hands glowed extremly bright as she summoned all the magic energy she could and shouted. "I'VE HAD ENOUGH OF YOU! JUST DIE ALREADY!" Sunset then unleashed a massive beam of magic energy straight at the nuclear alien.

Atomix's entire boyd glowed brightly with powerful nuclear energy as she said. "**Nuclear**...**DESTRUCTOR**!" Atomix then fired his own powerful orange beam right at Sunset's own magic beam.

When the two attacks collided, they were in a stand still for a moment but just then Atomix's beam slowly started overpowering Sunset's beam. Sunset gritted her teeth as she tried to put more power into her attack, but was unable to as Atomix's beam slowly got closer to her. "N-No!" Sunset shouted as she was beginning to be pushed back.

Just then she looked around for anything that could give her some sort of advantage. And just then her eyes found themselves to the school grounds where she saw Twilight and her group staring at the battle with aw. A wicked smile came to the demons face as she said. "Hey! Did anyone ever tell you to watch your backside!"

"Huh?" Atomix questioned as he never let up his attack.

Just then Sunset removed one of her hands from the beam she was firing and created a sphere of magic energy...and fired it right at Twilight and the rest of the group.

"No!" Atomix shouted as he watched the attack fly towards them.

Twilight, Rarity, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie and Wallflower all screamed as they huddled together in protection when the attack stuck them with an explosion. Atomix's eyes widened in horror as he seized his beam. Sunset then started laughing wickedly, thinking she'd won and destoryed the girls.

But just then a light shined through the smoke making Sunset's eyes widened as when the smoke cleared it showed the girls were perfectly fine and were actually covered in a pink magic energy shield.

The girls all realized this as they stood up and looked over themselves. The only one not glowing was Wallflower Blush as she was shielded from the attack from the other girls.

Twilight seemed to know what was going on and looked to Sunset with a confident expression and said. "The magic contained within my element was able to unite with those that helped create it!" As she said it, suddenly the crown glowed without Sunset's command as it shined a beam of pink energy towards the Main 6.

The magic lifted them up into the air and making them go through transformations of their own. They all gained pony ears on their heads as their hair extended to long ponytails. Fluttershy, Rainbow Dash, and Twilight in particular gained wings on their backs.

"Wooooow…" Wallflower watched in amazement as the girls transformed right in front of her.

"Honesty...Kindness...Laughter...Generosity...Loyalty...Magic!" Twilight listed as their magic continued growing. "Together with the crown, they create a power beyond anything you could imagine. But it is a power you don't have the ability to control. The crown may be upon your head, Sunset Shimmer, but you cannot wield it, because you do not possess the most powerful magic of all…"

"The Magic of Friendship."

The Main 6 then all joined hands into the shape of a heart as rainbow energy started to fire at Sunset Shimmer and surround her. Atomix watched all this as he floated to the ground and changed back to human form.

"What is happening?" Sunset yelled as the rainbow beams surround her.

The rainbow beams intensified with Twilight's eyes glowing as she said. "Here and in Equestria, it is the only magic that can truly unite us all. The rainbow beams then spread over to the Cantorlot students, freeing them from their mind control and even turning Snips and Snails back to normal.

And then finally, a bright flash of light was created that blinded everyone.

When it cleared, everyone saw a huge crater where Sunset was. There was smoke rising from it. Lincoln, Twilight, and everyone else went over to the crater and when the smoke cleared it showed Sunset Shimmer turned back to normal on her hands and knees. Her cloths were ripped up and her hair was frizzed out a bit. And under her face, if you looked closely enough, you could see a small puddle of tears.

Lincoln looked to her with sympathy Twilight glared down at her and spoke. "You will never rule in Equestria. Any power you may have had in this world is gone." She said as everyone looked down at her. "Tonight, you've shown everyone who you really are."

However, as she was saying this, Wallflower and Lincoln glanced at Twilight and gave the purple skin girl light glares."You've shown them what is in your heart." Twilight continued as Sunset looked up to everyone with tears streaming down her eyes.

"I-I'm sorry...I'm so sorry." Sunset said to everyone while sobbing. "I didn't know there was another way."

"The Magic of Friendship doesn't just exist in Equestria. It's everywhere." Twilight said while glancing over to her CHS friends. She then turned to Sunset and spoke in a rather dark tone. "You can seek it out. Or you can forever be alone. The choice is-

_SLAP!_

"Ow!" Twilight yelled in pain as she was suddenly cut off by Lincoln slapping the back of her head. Everyone gasped at the sight and looked at the white-head with surprise. "Lincoln! What was that for!" Twilight yelled at the Ultimatrix user while glaring hard at him as she rubbed the spot he slapped.

"Twilight you need to cool it!" Lincoln yelled back while glaring back at Twilight, making her and a majority of the people watching flinch. Lincoln then took a deep breath to calm himself down as he spoke up again in a calmer but stern tone. "Twilight...you really are the last person that should be telling her that."

Before Twilight could ask any further, Lincoln jumped down into the crater and walked up to Sunset. Sunset looked up at him with tears still streaming down her eyes as he gave her a soft smile. "Need a hand." He asked softly.

Sunset looked down in shame, but hesitantly reached a shaky hand out and grabbed the hand he offered. Lincoln pulled her up and proceeded to pick her up piggy back style surprising her. "Come on, let's get out of this crater."

Sunset simply let it happened and gave a quiet and broken. "Ok…" As Lincoln climbed them both out of the crater.

Once they were out, Lincoln set Sunset down on the ground on her feet. The second he did, Sunset quickly pulled Lincoln into a hug and buried her head into his chest and began quietly sobbing while saying. "I'm sorry...I'm so, so, sorry."

"Ssh, ssh, ssh, ssh, It's alright, it's alright." Lincoln softly told her while gently patting her back. "You don't have to be alone anymore."

Just then Sunset felt a hand on her shoulder as he removed her head from Lincoln's chest and saw Wallflower giving her a sympathetic smile and told her. "We're here for you." The green skinned girl reassured her before turning to the CHS group, still in their pony forms. "Right?"

Applejack, Rainbow, Rarity, Fluttershy, and Pinkie looked at them with smiles and crossed arms as they nodded their heads causing Sunset's eyes widened in surprise before she looked down sniffled.

"Those are my girls! Woohoo!" Spike cheered as everyone present looks to the talking dog in surprise.

"Did that dog just talk? Woah, weird." A male student asked in surprise.

Spike looked at him with a 'really' look as he said. "Seriously, out of everything that just happened, the talking dog is what weirds you out?'

"Well I think he's adorable." Rarity said as she came up to Spike and picked him up and scratched his belly with Spike enjoying every bit of it.

Just the Principal Celestia walked up behind Twilight with something in her hands. "I believe this belongs to you." She said, getting Twilight attention's with said girls crown in her hand. Just then Twilight bowed to her as the Principle offered some words of wisdom. "A true Princess in any world leads not by forcing other to bow before her, but by inspiring others to stand with her. We have all seen that you are capable of just that. I hope you see it too, Princess Twilight."

Celestia then put the crown on her head as Twilight looked to her with sparkles in her eyes and nodded. "I do."

Everyone then all cheered for Twilight as the princess heard a familiar voice behind her. "Would now be a completely awkward time to ask you for that dance?" Flash asked as he held his hand out to her.

Twilight looked at the moon and saw that they still had a couple of hours before the portal closed. So she took his hand with Flash quickly starting to dance with her.

* * *

And then the Fall Formal was back in full swing. Everyone was back in the gym dancing and having fun with each other. Twilight was currently dancing like she would in her pony body, and Flash ended up dancing along with her like that.

Pinkie had managed to get Wallflower to start a conga line with her as Applejack danced with her big brother. Rainbow Dash was making full use of her wings and took the human Scootaloo in the air with her.

Rarity and Fluttershy ended up joining Pinkie's and Wallflowers Conga.

There were a few who weren't partying however. One of them was Lincoln and Vice-Principle Luna who were both looked at the destroyed entrance to CHS. "Quite the hole." Lincoln commented simply.

"Yes, it'll take quite a while to patch up." Luna commented with a sigh. "But, me and Celestia have discussed have Sunser Shimmer, Snips, and Snails repair it. Help teach them some discipline."

Lincoln glanced at Luna for a moment before looking back at the destroyed wall and walking towards it. "I got it." Lincoln said as he activated the Ultimatrix.

"What?" Luna asked as Lincoln was suddenly engulfed in an emerald flash.

Standing in Lincoln place was now a robot-like aliens made of copper with a wind-up key on his forehead and the Ultimtrix symbol on his chest.

"**Clockwork**!" He announced in a german accent. Luna was surprised, but after everything that's happened tonight she just decided to roll with it.

Clock then raised his hands towards the hole as his they key on his hand started rotating counterclockwise with green beams firing out of his hands. Suddenly, time itself began reversing around the entrance. Suddenly everything was good as new as the entrance looked like nothing happened to it.

Once that was done, Clockwork turned back to Lincoln and dusted his hands and said. "There, easy-peasy."

Luna looked with widened eyes before looking to Lincoln and sighing a bit. "While I do appreciate the help, we were hoping the repairing of the entrance could have been used as a disciplinary action for Sunset."

"She doesn't need that." Lincoln told her simply while looking in the eye. "She just...she just needs a little help."

Luna looked at Lincoln with an unsure look before she relented and sigh. "Very well. I'll let you talk to her." Lincoln nodded in appreciation as he went inside the school and began looking for the yellow skinned girl.

It didn't take long because as he looked through the halls, he heard the sound of crying and went to the source and found Sunset curled up into a ball in front of the lockers and sobbing to herself.

"Hey." Lincoln said softly, making himself known.

Sunset flinched and saw Lincoln in front of her with a small smile on his lips. Sunset averted her gaze and quietly said. "Hey…"

"You alright?" Lincoln asked, despite knowing the answer.

Sunset didn't verbally respond and simply shook her head. "You wanna talk about it?" Lincoln asked. Sunset trembled more as tears continued streaming down her face. Lincoln frowned sadly as he said. "Sunset. I wanna help you. I really do. But I can't if you don't talk to me. So please, tell me what's wrong."

Sunset was silent for a moment and started to stand up. Once she was on her feet, she hugged herself and slowly started to walk away with a lowered head...and…

Sunset:

_Leave me be, say goodbye._

_You can't help. Why must you try?_

_Why must you...stay with me._

_Your battles won. Go with your family._

More tears went down Sunset's face as she sang, but Lincoln wasn't going to give up and walked towards her and sung himself.

Lincoln:

_It's not fair to be alone. After what you've been through._

_So let me just ease your pain. Please let me stay with you._

_I'll continue to reach out. I won't abandon you._

_Determination fuels me to keep trying to save you._

Sunset:

_I don't deserve, your mercy._

Lincoln:

_I will give you my mercy. Because it's clear to me,_

Sunset:

_If you won't fight, please just leave._

Lincoln:

_Fighting won't solve anything. Forgiveness isn't easy._

Sunset:

_No one came or heard my call. I'm so glad you followed her._

Lincoln:

_I will stay here by your side. I know it's frightening. To think that you'll be alone._

_But that my friend is why I will spare your life always._

Sunset:

_Leave me be, say goodbye._

_You can't help. Why must you try._

Lincoln:

_I'll hold you tight and close. We will be together here until it's safe to go._

Sunset:

_Why must you, stay with me?_

_Your battles won. Go with your family._

Lincoln:

_I'll continue to reach out. I won't abandon you. Determination fuels me to keep trying to save you._

Sunset:

_I don't deserve your mercy._

Lincoln:

_I will give you my mercy. Because it's clear to me._

_Fighting won't solve anything. Forgiveness isn't easy._

Sunset:

_If you won't fight, please just leave._

_No one came or heard my call. I'm so glad you followed her._

Lincoln:

_I will stay here by your side. I know it's frightening. To think you'll be alone._

_But that my friend is why I will spare your life always._

Sunset:

_Forgive me. Stay with me._

Lincoln:

_I'll hold you tight and close. We will be together here until it's safe to go._

Sunset:

_You're the first light I've seen…_

When the song ended. Lincoln was hugging Sunset close as the girl sobbed loudly into his chest. Lincoln simply patted her back and told her to let it all out as she released all of her built up sadness into her sobs.

The two simply stayed like that for 15 minutes until Sunset stopped crying. It's not that she felt any less sad, she just ran out of tears. When they separated, Sunsets eyes were red and puffy from all the crying she's been doing. The two leaned against the lockers and sat down.

Lincoln put his hand on Sunset's shoulder and asked. "Any better."

Sunset shook her head and looked down. "No...but I guess it felt nice to let it all out." Sunset answered as Lincoln gave her a soft smile.

"So, ready to open up?" Lincoln asked her quietly.

"...No...but I should." Sunset answered him and Lincoln nodded quietly. "But can I ask you a question first?" Lincoln raised a brow at the request but nodded. "How did you know? How were you able to say you understood how I felt?"

Lincoln flinched a bit. He knew this was coming so we might as well tell her. "Well, you see...I kinda read this." Lincoln said as he pulled from his pocket Sunset's diary. Sunset's eyes widened as much as they could in there state as Lincoln said. "I...followed you to your apartment the day I got here and sorta found and read it...sorry."

Sunset was silent for a minute before her face went sad again as she said. "It's fine. I've honestly done much worse."

Lincoln patted her shoulder a few times and said. "I need to know the full story so I can help you. So please…"

Sunset took a very deep breathe. She really wasn't ready for this. But after everything that's happened, everything she's done, everything Lincoln's tried doing for her...it was the least she could do. "Alright…" Sunset said as she began telling her story. "It started when…"

* * *

A few hours later, Twilight was saying goodbye to all the human versions of her pony friends. They all hugged each other and saying their goodbyes.

Meanwhile Wallflower and Lincoln said their own goodbye with Wallflower reminded Lincoln of his promise to open up the portal again somehow. Lincoln agreed, but Wallflower noticed Lincoln seemed a lot more...aggressive and impatient now. She didn't ask about and assumed it must have been something involving Sunset since she knew he went to talk to her.

"I know we've only known each other a short time. But I'm gonna miss you all so much." Twilight told Wallflower and the human Pinkie Pie, Rarity, Applejack, Fluttershy, and Rainbow Dash with tears in her eyes. They all nodded with sad smiles as Twilight turned to Lincoln and said. "Are you ready to g...hey...is everything all right?"

Twilight noticed that Lincoln's expression was unreadable. And his eyes were hidden by the shadow of his hair. Without turning to her, Lincoln said. "You go on ahead, I'll check out. I just want to tell them all one thing."

Twilight flinched a bit at his tone, but ultimately went along as she and Spike walked over to the portal and proceeded to jump through, finally going back to Equestria.

"So, what did you wanna tell us Linc?" Applejack asked with a raised brow.

Lincoln's expression didn't change as he went on to say. "Sunset Shimmer's been through a lot. More than any of you. She did what she did for a reason. So I'm counting on all of you to watch over her and be there for her." Lincoln said as they all nodded at him. But that wasn't good enough for the white-head as he added a little extra incentive. "Because know this, if I find out that any of you have left her, ditched her, or abandoned her for any reason, and I don't care what..._there's nowhere you can hide...where I won't find you_."

All the girls quickly paled at this and rose up their hands and rapidly nodded their heads. After finding out and seeing what he could do with just a few of his many forms...they really didn't wanna be on the receiving end.

The only one who didn't react fearfully was Wallflower who gave a reassuring nod and said. "We promise."

Lincoln gave a nod of approval and last goodbye as he turned turned the portal and began walking to it. All the while muttering one things…

"That mare is _dead_ when I get back!"

* * *

**_EQUESTRIA_**

When Lincoln exited the portal and found himself in Equestria again, he saw the pony versions of their friends and princesses surrounding Twilight with hugs and words of relief. They then saw Lincoln come in through the mirror and looked to him with Cadence saying. "Lincoln! I'm so glad you made it! I was afraid you didn't make it."

"..." Lincoln didn't give a reply. Everypony looked at him with confused and concerned looks when they saw his unreadable expression.

And just then, Princess Celestia walk up to the two of them with a concerned look on her face. But when she did, Lincoln looked at her with an utterly enraged glare that she didn't notice. "Sunset Shimmer. Is she alright?" The solar princess asked with worry.

Twilight smiled and was about to reassure Celestia that things were alright, but Lincoln beat her to when he spoke with venom leaking out of his voice. "Oh, and you actually care!"

Everypony flinched at the words and tone he used towards the princess. Especially when they saw the look he was given her. Celestia herself flinched as she took a step back and asked. "Wh-what do you m-mean. Of course I-"

Just then Lincoln got right into her face with the same expression as he pointed out the door. "You. Me. Talk. NOW!" He didn't give her a chance to respond as he walked towards the door and kicked it opened aggressively.

Everypony was really taken aback by this as they back up and flinched from Lincoln's exit. Celestia herself even had a bit of fear and nervousness in her as she stuttered out an "O-Ok…" before she followed after Lincoln.

4 minutes later, Celestia and Lincoln were now in an empty room with nopony else in it. Once Celestia closed the door she looked to Lincoln with a slightly nervous expression and said. "Look, Lincoln, I don't know what's wrong. But if there's anything I can do you just have to as-

_SMACK!_

Celestia was cut off and sent to the ground when Lincoln gave possibly the strongest and most audible slap he's ever given to the solar princess. Celestia landed on the ground with a thud as she touched the spot she was slapped and wince as it stung like the dickens as well as a red mark being visible on the spot she was slapped.

Celestia looked up at Lincoln was about to demand the meaning of this...but stopped and flinched fearfully when Lincoln gave her a look to show one thing.

He was completely pissed at her.

"_I...know...everything!_"

* * *

**_...Stay tuned to the next chapter..._**

_**Abandoned.**_


	12. Abandoned

**_I've put a lot of work into this...I hope you guys enjoy._**

* * *

_In Cantorlot, it was a cloudy day and it was lightly sprinkling. Despite this, almost everypony in the city was outside their homes with umbrella's and cheering, smiling, and waving for one reason and one reason only. Equestria's one and only Princess Celestia was having a carriage ride through town._

_Her golden carriage was being pulled by two Pegasus royal guards. The solar princess waved to her subject with her usual smile and said. "Thank you. Thank you everypony." Like she always does when passes by._

_As she was waving, one of the guards pulling her carriage turned his head back and said. "I'm sorry about the weather today. We were unaware it was supposed to rain on your day out."_

_Celestia simply waved a hoof to him and shook her head with a smile. "It's perfectly fine. I rather enjoy a light sprinkle. It makes the air smell rather refreshing." The solar princess reassured as she took a deep breath through her nose and sighed in pleasure._

"_Still, if at any point you wish for it to stop, I'm sure we can just-"_

_CRASH!_

_Interrupting the Pegasus guard was a loud sound of banging metal. The two guards and Celestia looked to the source and saw a trash can rolling out of the alleyway to the left of Celestia's carriage. The two Pegasus guards quickly ran up in front of the alleyway with the second one saying. "Halt! Who goes there!"_

_They didn't get a response. The two Pegasus guards kept glaring forward, waiting for any sort of ruffian to show themselves. But, when Celestia looked forward and spotted a figure deep in the alleyway. They weren't big, it seemed like it was only a young pony. _

_Celestia surprised her guards as she jumped out of the carriage and started walking into the alley. "Your highness, what are you doing?" The first guard asked as he and his fellow Pegasus put on a surprised expression._

"_I'll go check it out." Celestia told them simply._

"_But your majesty-" The second guard said but was interrupted by the Princess._

"_I can take care of myself. Don't worry." Celestia reassured them as she walked in the alley. As Celestia walked in, she noticed the figure slowly become easier to see as she got closer. She was able to confirm that it was either a young filly or colt by their size. _

"_Hello there. It's alright. There's no need to be scared." She said in a gentle tone, thinking that the poor thing was probably a little more then intimidated by both her guards and Celestia herself. However, Celestia saw the little pony didn't move or even react to her words or her coming closer._

_Celestia put on a slightly concerned expression as she proceeded to light her horn up with magic to illuminate the area._

_And her eyes widened in horror at what she saw._

_In front of her was a young filly in seriously bad shape. Their fur, mane, and tail were covered in so much dirt and grim that it was impossible to tell what their original colors were. They were seriously malnourished with Celestia able to see all of their ribs clearly. "Oh my goodness! Oh my goodness! Oh my goodness!" Celestia quietly yelled as she rushed over the filly._

_Celestia put her ear what appeared to be the 7-year-old filly's chest and desperately hoped to hear a heartbeat. Thankfully, she heard one. The Filly's heart was beating extremely fast, working on overdrive to keep the young one alive. _

_And Celestia could tell that the poor thing was just barely alive._

_But the Solar Princess wasn't just about to let this pony die. Celestia put on a determined expression as she quickly wrapped the filly tightly in a single hoof and spread her large Alicorn wings and took off it the sky. The two Pegasus guards watched as the pony they were supposed to protect take off into the sky and fly away as fast as she could. "Princess!" The two called out to her._

_Celestia didn't respond as she flew towards her castle as fast as she could. _

_It took her about 7 minutes to reach her castle and every few seconds she would look down to check on the filly. She made sure to hold her tightly so the filly wouldn't fall, but not so tight that it would cause damage since the filly was already in very bad shape._

_Once inside her castle, she quickly ran through the hall and headed to where she knew the infirmary was. She would occasionally pass by a servant or guard who would ask her wants going on, but she never stopped. This filly didn't have much time. She needed to get her to the doctor and nurses fast._

_Finally, she reached the door to the infirmary and didn't bother knocking as she used her magic to open the door as she ran towards. Once she was in, she slid to stop before she crashed into the wall. The Unicorn nurse inside was stunned to say the least as the Princess suddenly and abruptly came into the room._

"_P-Princess Ce-Celestia! Wh-what's going-" The nurse asked before she was interrupted by the princess._

"_No time! This filly needs treatment! Fast!" The Princess explained quickly as she set the filly she took from the street on the free bed._

_The nurse looked to the filly and covered a horrified gasp with her hooves as she looked at the 7-year-old Unicorn's incredibly dirty and skinny body. The nurse quickly sent to a supply closest and got out an IV drip and attached it to the young unicorn and told Celestia. "Go get the other doctors and nurses! Quick! She won't last much longer without serious treatment."_

_Celestia quickly nodded and went to go inform the rest of the medical staff in the castle about the little Fillies who life was on the line._

_About an hour later, nearly all the castle's medical staff was in the single infirmary watching over the young filly. Various medical machines as well as a few spells were being used to keep her alive as one of the nurses was carefully cleaning all the dirt and grim off her._

_Celestia, meanwhile, was watching from the opposite end of the room with worry. She watched as the doctors and nurses gave extreme attention to everything they did. Celestia then turned to a nurse who was getting something out of a cabinet and asked in a worried tone. "Will…will she be alright."_

_The nurse turned to Celestia but averted her gaze and took a few deep breathes. "Well…it's good you got her when you did. She was in very bad shape. Horribly malnourished. Weak bones. A few small cracks in her horn. And that's not counting all the bacteria in her and potential illness's from being on the streets." After she listed these things, the Nurse looked down and took another deep breath and said. "I…I can't promise she'll make it. It's…it's gonna be a close one."_

_Celestia felt her heart skip a beat at this. She was filled with dread as she slowly looked at the filly that was most likely on the verge of death. In her long rule she has unfortunately seen many ponies die. But this was just a little filly. She didn't deserve to die at such a young age. Nopony did._

"_P…Please. Try to save her." Celestia asked in a pleading tone, her eyes never leaving the filly._

"_We'll do our best Princess." The nurse answered her ruler._

_Princess Celestia simply nodded as she slowly started exiting the infirmary. She kept her eyes on the barley alive Unicorn filly as long as she could before she inevitably had to leave._

_Everyday for the next two weeks, Celestia would stop by the infirmary at least once a day to check on the filly. The nurses and doctors would take shifts watching over her and doing their best to make sure the filly would stay alive. Due to cleaning all the grim and dirt off her, they were able to see that the filly had yellow fur and horn and yellow and red striped mane and tail._

_The medical staff would feed her liquified high protein meals and plenty of milk to help her malnourished body and weak bones respectively as well as giving her the proper medichine to help any potential illness's or bacteria within her._

_Celestia herself would help in anyway she could when she visited. And currently, during the two and a half weak mark, Celestia was currently sitting next to the filly's bed looking over the 7-year-old unicorn. She has gotten slightly better; her breathing was more regular, and she wasn't as skinny, but the solar Princess could still see the outlines of the filly's ribs._

_Just then, as Celestia was gently stroking the filly's mane, the Princess watched as suddenly as the young Unicorn's eyes slowly start twitch. Celestia froze as she watched the filly's eyes start to twitch more and more, consciousness finally returning to her. "Nurse Star! Quick! She's waking up!"_

_The Nurse in the room with Celestia almost dropped the bottle of pills in her hooves as she quickly rushed next to the Princess so she could look at the filly's face. _

_The Unicorns eyes twitched more and more until they finally started to open. The filly's vision was incredibly blurry at first as she very slowly opened her cyan eyes. She was only able to make out two blurry ponies in front of her._

_She felt incredibly weak, barley able to move. She could hear her own breathing asked she said in a barley audible volume. "Wh…what's…going on." Her voice was weak and a bit raspy. "Am…am I…dead…"_

"_No. No you're not little one. You're ok. Everything's going to be ok." The filly heard a voice of relief as she felt a gentle hoof stroking her mane._

"_Who's…who's there…" The filly asked as she tense up incredibly from being touched and her tone now filled with fright._

"_It's ok. Don't be afraid." The voice told her again as they sensed the fear that suddenly entered the young filly. "I'm Princess Celestia."_

_The filly's eyes widened a tiny bit at hearing this and start shaking her head as much as she could. "No…no…you're lying. You can't be her." The filly said in denial. "No way a pony like her would care about me."_

"_Actually, it's thanks to Princess Celestia here that you're here and alive." Nurse Star told the filly as Celestia looked to the filly with sympathy. The way she said that last part showed this filly's been through a lot along with nearly dying on the streets._

_The filly continued to shake her head in denial as her vision slowly but surely returned to her as the blurry pony's in front of her started to become clearer to her. And she saw her. That white coat. That flowing mane and tail. That crown. "Princess Celestia…" the Filly said in awe as Celestia gave her a warm comforting smile._

"_Yes, little one." Celestia answered with a nod._

_The filly continuing staring at the Princess in complete disbelief as she asked. "Why…why did you save me?"_

_Celestia was confused by that statement. She would help any of her subjects if she saw them in the kind of situation this Unicorn filly was in. "Well why wouldn't I?" Celestia told her while looking into the little cyan eyes. "I wasn't just gonna let you die."_

_The Filly was surprised by even this statement as she averted her gaze from Celestia. "Nopony's ever cared about me before…"_

_Celestia's heart stung a bit at what the filly said as the Solar Princess Cautiously asked. "You don't have family, do you?" The filly's only response was barely being able to shake her head._

_Celestia and Nurse Star looked at the filly sadly for a moment before the latter spoke up. "Well, I know about an orphanage in the city. Maybe once you're all better we can take you there and find a family that will adopt you."_

_However, at hearing those words the Unicorns filly's eyes widened in complete fear as she used all the strength she could muster and crawled under the pile of pillows on the bed. All the while she trembled as tears started to build up in her eyes as she said. "No, no, no, no, no, no!" The filly pleaded as Celestia and the nurse watched her hide herself under the pillows. "I don't wanna go back! Please don't take me back! Please! Please! Please!"_

_Celestia watched the poor terrified Unicorn as she begged not to apparently send her __**back **__to the orphanage Nurse Star spoke of. Celestia then reached her hoof out to stroke the filly's mane again, but when she did it this time the filly froze and tensed up more then before. "It's ok. It's ok. We won't send you there." Celestia reassured the small Unicorn while carefully stroking their mane, making sure not to do it with much force in fear of scarring the poor things to death._

_The filly carefully looked up from their pillow fort and looked at Celestia with terrified eyes. "Y…You won't." The filly asked, or rather pleaded, to make sure she didn't hear anything._

_Celestia gave the filly a warm smile as she asked. "Tell me, what's your name little one?" Celestia asked, hoping to learn the name of the filly she just saved._

_The filly was silent for a moment, as she tried to gather up the courage to speak up to the princess again. "Sun…Sunset Sh-Shimmer."_

_Celestia gently stroked Sunset's mane again as she said. "I promise I won't send you back there Sunset Shimmer."_

_Tears started going down Sunset's eyes as she nuzzled into the hoof Celestia was brushing her mane with and said. "Thank you…thank you…thank you…"_

"_You're welcome my little pony." Celestia told her in a comforting tone._

_Just then the solar princess felt a hoof tap her side and looked to see Nurse Star looking at her with a concerned look. "Your highness what are we going to do with her?" Nurse Star asked as she gestured her head to Sunset. "If we can't send her to the orphanage where are we going to send her?"_

_Celestia hummed in thought. She really didn't think about that when she promised Sunset that she wouldn't take her there. But after seeing the filly's reaction to Nurse Star suggesting sending her there, there's no way she could go through with it. _

_But just then, Celestia smiled as an idea came to her head. "I think I know the perfect solution." Celestia said as she stood up and started walking away. _

"_W-wait…" Celestia heard Sunset call to her in a pleading tone. Celestia stopped and looked back to see Sunset staring at her with misty eyes. "Wh-Where are you going?"_

"_I'm just going to arrange something for you. I promise you'll like it." Celestia reassured her as Sunset kept looking at her with pleading eyes._

_Sunset took a few heavy breathes she asked, "You'll…You'll comeback, right?" _

_Celestia was taken aback by this question a bit but managed to give the filly a warm smile and say. "I promise I'll visit you here when I can." The Solar Princess's reassured the filly. "Now get some rest little one. You still need to recover."_

_Sunset was still extremely hesitant about watching Celestia, the Princess that saved her life, leave. But she swallowed a lump in her through and nodded a tiny bit as she laid backed down and went to sleep._

_Celestia smiled as Sunset instantly went back to sleep once she closed her eyes. Just talking seemed to use up all the strength she had. The Solar Princess then walked out of the infirmary as she went to go through with the plan she thought out._

* * *

_For the next week and half, Celestia would visit Sunset Shimmer everyday while she was in the infirmary. The yellow Unicorns condition would slowly get better and better. After 6 days, she was well enough to actually stand up and start walking. The doctors prescribed her with physical therapy to help her even more with walking again._

_And then the day came where Celestia had something to show Sunset Shimmer._

_Sunset was currently riding on the Princess's back as Celestia took the young filly across the halls of Cantorlot castle. Despite Sunset's increasingly better condition, Celestia didn't want Sunset walking through the halls of her castle in her state so she let the little Unicorn ride on her back. "Wh-Where are we going P-Princess Celestia?" Sunset asked as Celestia carried her through a hall with many doors on each side of the hall._

"_It's a surprise." Celestia said as she looked at Sunset with a small smile. Just then Celestia stopped in front of the last door to the left in the hall and knelt down so Sunset Shimmer could stepped off her. Sunset carefully crawled off Celestia's back and stumbled a bit as she tried to balance herself. Despite her recovery, she was still getting used to walking on her hooves again after weeks in bed and having her body close to death._

"_Here it is." Celestia said happily as she opened to the door in front of them and gestured her head to let Sunset in._

_Sunset carefully walked into the room and saw it was a bigger than average bedroom with a big bed to the left of the room and a large desk and a couple of drawers. "Surprise!" The Solar Princess said as she walked into the room._

"_Wh-Who's room is this?" Sunset asked as she was amazed by the size of the room as well as the soft and comfortable looking bed._

"_It's yours." Celestia said, making Sunset's eyes widened in surprise as the 7-year-old turned to the Princess in shock. "Well, since we can't send you back to that orphanage, I had the maids set up a bedroom for you to stay at the castle until we can find a permanent solution."_

"_R-Really…" Sunset asked her as she looked around the room again. "I…I get to stay here?" Celestia nodded with a smile, but then looked down to see Sunset was suddenly holding onto Celestia's left hind-leg in a hug with a few tears going down her face. "Thank you…thank you…"_

_Celestia gave a warm smile to Sunset as she leaned down and gave a nuzzle to the yellow Unicorns mane. "Your welcome Sunset Shimmer." Celestia said as she used her magic to gently take Sunset off her leg. "I'm afraid I must be off to my royal duties. The doctors will be here in a few hours for your next exams and I have the maids making you dinner. If theirs anything you need just ask one of the servants that walk by, alright?"_

"_O-Ok." Sunset said with her head lowered, sadden that the Princess had to leave again. "Will…will you still come see me?"_

_Celestia gave Sunset a warm smile and nodded. "Of course I will." The Solar Princess reassured the unicorn. Just then Celestia's horn glowed as she used her magic to open up the drawer attached to the nightstand. Sunset watched as the princess used her magic to levitate a red book out of the nightstand and hover it in front of Sunset._

"_What's this?" Sunset asked as she carefully grabbed the red book and looked inside to see its pages completely blank._

"_It's diary." Celestia answered as Sunset looked up at her. "I thought you could maybe use it to write down your feelings. I think maybe it'll help you feel better. I can tell you have a lot bothering you, and I want to be able to help you."_

_Sunset didn't say anything and simply looked down at the diary in thought. Celestia didn't urge Sunset to respond if she didn't want to and simply gave Sunset one last nuzzle before walking out of the room and heading to preform her royal duties._

* * *

_A week later, everything went by well enough. Sunset would mostly spend the days inside the room Celestia provided to her. The doctors and nurses would visit her every few hours so they could perform her physical therapy and maids would stop by to bring her food, drink, and snacks._

_And of course, Celestia would visit whenever she had a bit of free time. Sunset seemed to enjoy her visits the most as Celestia would bring over games and puzzles for the two to do together or even just have some tea and talk._

_However, there was one thing Celestia noted about Sunset ever since she woke up. The young unicorn never seemed to smile. No matter what, it seemed that Sunset Shimmer was incapable of giving even the smallest smile. It was obvious that Sunset Shimmer's been through some serious trauma, most likely during her time at the orphanage which would explain why she begged not to be brought back there._

_And then one-night, Sunset Shimmer was seen tossing around in her bed at night. She opened her eyes as she started breathing heavily and sat up on her bed. She found herself unable to fall asleep tonight for reason's she couldn't explain. Sunset got out of bed and walked to the door in her room and quietly opened it up and looked outside._

_She's barley, if at all, left her room. But she couldn't sleep, and she thought maybe she just need something to make her sleepy. Maybe just a little walk around the castle would help. She just couldn't go far so she wouldn't get lost._

_And so Sunset exited her room and quietly closed the door and looked around the empty halls of the castle. Sunset slowly walked forward and kept on a straight path so she could easily find her way back to her room. As she was walking Sunset looked to the left and right constantly and took the time to look at the things she was passing by._

_She saw a lot of the fancy paintings and stained glass on the castle walls. She also noticed some plants with really well-crafted looking pots holding them and overall some well-crafted and fancy pottery around the halls._

_And as she admired all the art, she noticed a door that was left open. She looked around for anypony around that might have left it open but found nopony. She then carefully walked towards the door and peaked her head through, and her mouth gaped a bit at what she saw._

_It was a giant library filled with shelfs upon shelf of books. Sunset walked in and felt a little intimidated by the sheer size of the room. The bookshelves went so high she swore she got dizzy when she looked up at them trying to find the top. She then looked behind her and saw tables and chairs around the center of the giant library. Sunset walked up to one of the tables and saw that still had a pile of books on them, most likely from somepony who was here but didn't put the books back._

_Sunset then got an idea. Maybe a little reading will help get her tired. So Sunset crawled up onto the chair of the table and grabbed the book closest to her. It was labeled. 'Advanced Magic Spells and Potions.' Sunset tilted her head at the title and simply opened it up to a random page._

"_Transmutation spells." Sunset read as she used the moonlight shining through the window to help her see the words on the pages. Though she made sure not to look at the moon. The Mare on the Moon honestly scared her._

_As she read the book, she learned about the magic of being able to turn one object, into a completely different object. Sunset, despite being a unicorn, has never really tried magic before. Not even simple telekinesis. Everypony always told her that she would simply mess it up anyway, so what was the point?_

_But this time, thanks to the book, Sunset's curiosity got the better of her. She looked at the table and saw an apple somepony left there and looked to the book again. Just then Sunset clenched her eyes shut as she focused all her energy on her horn._

_Just then her yellow horn glowed turquoise as she fired a magic beam at the beam. Sweat went down Sunset's head as she clenched her teeth, trying to keep her concentration. Just then her magic beam ceased, and she opened one eye and fully expected for nothing to happen or for her to have messed it up._

_But to her complete surprise, when she opened her eye to look at the apple…it was an orange. She looked in awe as the fruit had turned into a completely different fruit. "W-wow…" Sunset managed to say, completely surprising herself._

"_How did you do that?"_

_Sunset tensed up incredibly at hearing the familiar voice. Sunset slowly looked to the side to see Princess Celestia herself standing at the entrance to the library and staring at her with an expression that was both surprised and curious. "Pr-Princess C-C-Celestia! I-I'm so-so sorry! I didn't m-mean to do any-anything wrong!" Sunset quickly apologized as she closed the Advanced Magic book. "I-I-I c-couldn't sl-sleep a-and I found the l-library a-and-"_

"_Ssh, ssh, ssh, ssh, shh. It's ok Sunset Shimmer, I'm not made." Celestia reassured her as she walked up to Sunset and gave her a one hoof hug. She rubbed Sunset's back to comfort and calm down the poor filly. Sunset took some deep rapid breaths to calm herself down, and once Celestia saw that the Unicorn was calm again, she pointed to the orange that used to be an apple and asked. "Now, please tell me, how did you do that?"_

_Sunset gulped a bit as she pointed to the book she read the spell from. Celestia levitated the book up with her magic and turned to the page she knew the spell Sunset used was on. "The transmutation spell?" Celestia asked with a raised brow as Sunset nodded. "But…how?"_

"_What do you mean?" Sunset asked with a raised brow. Despite the reassuring, she was still afraid she did something to displease Celestia._

"_How did you do it?" Celestia asked with a raised brow. "Normally Unicorns can't even begin to try transmutation until their twice your age. How did you do it?"_

"_I-I just did what the b-book told me to do." Sunset answered quietly as she tried to hide her face in her mane._

"_You just did what the book said?" Celestia asked in a slightly confused tone. Sunset meekly nodded as Celestia looked at the book again. Just then Sunset looked to see the book being place in front of her as the Solar Princess asked. "Can you do another one?"_

"_A-Another spell?" Sunset asked for confirmation with Celestia nodding. "Wh-What do y-you want t-to see?"_

_Celestia hummed for a bit before she looked to Sunset with a small smile and said. "Why don't you try surprising me again?"_

_Sunset quietly gulped and nodded as she opened the book to another random page. 'Teleportation' the page was labeled. It was simple in context. Simply teleporting from one spot to another. Sunset looked over the page a couple of times before she gave it a try. Just like with the transmutation spell, Sunset clenched her eyes shut, gritted her teeth and focused all her energy on her magic._

_Celestia watched as beads of sweat went down Sunset's head as her horn glowered turquoise again. This was taking a lot more magical energy then the transmutation spell. Celestia feared this one may be much more then the filly could handle and said "Sunset sto-"_

_POOF!_

_But interrupting Celestia was Sunset suddenly disappearing from her spot at the chair. Celestia looked around in a panic for where Sunset was. Just then she heard another poof and looked to see Sunset Shimmer reappearing about 3 feet away from the spot she was just at._

_Sunset started to collapse to her knees as that teleportation spell took all the magic she had out of her, however she was quickly held up by Celestia's golden magic as the Sun Princess muttered. "Incredible…" Even most adult unicorns couldn't use teleportation, and yet Sunset, a 7-year-old filly that had no prior training in magic just pulled it off just being reading from the book._

"_Sunset…that was amazing." Celestia said as she brought the drained Sunset Shimmer over to her and held her with one leg._

"_R-Really…" Sunset asked, completely taken aback by the praise but unable show it due to being exhausted._

"_Really." Celestia confirmed with a nod. Just then Celestia hummed in thought as an idea came to her head. She recalled the two spells she just saw and finally decided on it. "Sunset, I think I finally have a permanent solution for what to do with you."_

_Despite being exhausted, Sunset tensed up when she heard this and asked in a worried tone. "R-Really?"_

_Celestia nodded and said. "Why don't you stay here in the castle. And became my student at my school for Gifted Unicorns?"_

_Sunset's eyes widened a bit at Celestia's offer. As her brain tried to comprehend what the Sun Princess just offered, she could only let out a. "W-what?"_

_Celestia giggled at Sunset's reaction as she added onto the offer. "And not just another one of my students, but I want you to be my personal protégé. What do you say?"_

"…_Y-Yes…" Sunset let out as her brain was still trying to catch up to the first offer as she hasn't even started processing the second one yet._

_Celestia simply giggled again as she said. "Great! We'll get everything set up for your classes tomorrow!" Celestia explained as she levitated Sunset onto her back. "But first, let's get you back to bed."_

"…_Ok." Sunset squeaked out._

* * *

_And the next day, Celestia did exactly what she said she would do. She brought Sunset to her school for Gifted Unicorn's and got her signed up for classes and of course announced her as her own personal student. Sunset pretty much hid under Celestia the whole time to avoid at least looking at anypony that might be staring at her._

_While pretty much everypony else would have to go through a rather difficult entrance exam to get accepted into the school, but Celestia felt seeing Sunset do those spells from the other night was more then enough to get her approval to get into her school._

_And so, for the next few weeks, Sunset studied the art of magic right under Celestia herself. But these were honestly some of the most nerve-wracking days of Sunset's life. Every time another pony would look at her, she would tense up and look away. Whenever another pony walked near her, she would either walk in the opposite direction or try to hide. And Celestia bid when another pony tried talking to her, she ran away._

_She had an incredibly hard time with socialization. _

_She did however excel in her classes. She turned out to be a true magical prodigy, being able to learn things very quickly and use magic fillies her age could only dream of. And with great talent came a lot of praise. And with a lot of praise came a lot of complicated feelings for Sunset._

_Why was everypony congratulating her? Why was everypony giving her kind smiles. Why…why was everypony being so nice to her?_

_She grew up in that orphanage since she was born. Her birth parents pretty much leaving her there since almost right after she was born and growing up with the other fillies and colts there. And it was awful. She didn't know, but they hated her. And pretty much tried to make her miserable by putting her down and even beating her up. Always taunting her about how nopony is gonna want to adopt a nopony like her and how she'll always be alone._

_She thought ponies just hated her simply for existing._

_So, seeing so many kind faces and smiles…it was completely foreign to her to the point where she didn't have any idea how to react._

_During the incredibly rare times she didn't run when somepony talked to her they asked. "Why do you never smile? Why are you always so scared?"_

_She could only give them one answer._

"_I don't know."_

_That's how things were for about 5 months. And then one day Celestia walked into Sunset's room and saw her protégé on her desk reading more magic books. "Hello Sunset, how are you doing today? Celestia asked getting a surprised squeak as she closed her book with her magic._

"_O-Oh I'm doing fine. J-Just st-studying f-for the upcoming test is all." Sunset stuttered as she walked up to the Sun Princess._

"_Very good." Celestia said with an approving nod. Just then Celestia looked down at Sunset and took a deep breath as she prepared to tell Sunset something about today. "Look, Sunset Shimmer, I need to tell you that I unfortunately won't be able to look after you today."_

_Sunset Shimmer froze. Time seemed to stop for the yellow unicorn as Celestia's words played through her head. Just then Sunset through herself at Celestia's hooves and held them tightly as she started crying. "No! Please don't go! Don't leave! What am I doing wrong?! I'll do better I swear! Just please don't go!"_

_Celestia was quick to pull Sunset into a comforting hug with her wings and she brushed her mane and quickly. "No, no, no, no. It's only for today, I'm not leaving you Sunset."_

_Sunset stopped crying as she looked up to the sun princess with teary eyes and sniffled. "You…you're not?"_

"_Yes, of course." Celestia reassured her with another stroke to her mane. "I just won't be able to watch over you today specifically. I'm a little busier then usual today so I'm afraid I won't have any free time today." _

_Sunset looked down, her tears now wiped away but sadness still in her due to Celestia not being able to be with her today. "S-so what's going to happen while your g-g-g-gone?"_

_Celestia then gave Sunset a small smile as she said. "Well, I was thinking I could have my niece Cadence foalsit you."_

_Sunset was taken aback by this as she looked to the floor with an unsure expression as an uncomfortable feeling came into her deck. "W-W-Will she l-like m-me?"_

"_She'll love you." Celestia reassured as she rose Sunset's head so she could look into the filly's eyes. "I promise." Sunset only groaned a bit in anxiety and nervousness. "Just give her a chance and be good. Ok?"_

"…_Ok…" Sunset muttered quietly. _

_Celestia patted her head and gave Sunset a, "Thank you." Sunset gave the sun princess one last hug before she was forced to separate from Celestia having to leave. "She'll be here in 45 minutes. You'll know it's here when you see her._

_All Sunset did was nod as she watched Celestia leave her room. All she could do know was wait anxiously for when her foalsitter showed up._

* * *

_True to Celestia's words, about 45 minutes later, Sunset heard a knocking at her door and froze when she heard a voice from outside the door. "Sunset Shimmer! It's your foalsitter!"_

"_C-C-Coming…" Sunset said incredibly timidly as she hesitantly got up from her bed and shakily walked towards the door. Sunset then opened the door slowly with her magic and looked to see a teenage pink Alicorn come in and look at Sunset with a sweet smile._

"_Hello there." Cadence greeted Sunset in a soft tone like Celestia told her. "You must be my Auntie Celestia's student Sunset Shimmer."_

_Sunset didn't give a verbal response and simply looked down towards the floor and simply gave Cadence a tiny barely noticeable nod. Cadence gave Sunset a small smile in response. Celestia told Cadence ahead of time about Sunset's issue's and how shy and anxious she gets around other ponies. So, Cadence needed to make sure she made Sunset comfortable and not end up frightening the poor filly to death._

_Cadence stepped a little closer to the filly, noting how Sunset seemed to tense up as the Alicorn got closer. "Hey, it's alright. I'm not gonna bite." Cadence told her reassuringly. Sunset was still nervous, very nervous, but was able to glance a little bit at the Princess of Love. That was progress in Cadence's book. "Is there anything you wanna do? We can do whatever you want."_

"_Anything…" Sunset asked quietly as she looked at Cadance more._

_Cadence beamed a tiny bit at the inside. She was getting through to this filly and a lot faster than she thought she would. Cadence nodded. "Yup! Anything you want!"_

_Sunset hummed a bit in thought before she walked over to a drawer next to the window of the room. Using her magic, she opened it up and pulled out a box with a puzzle inside that showed a picture of the city of Manehatten. She presented the box to Cadence and said. Me and M…Princess Celestia were supposed to do this today."_

"_A puzzle huh?" Cadence said with a smile as she looked over the box. "Well that sounds great! Most fillies aren't really interested in puzzles. They always wanna play games and run around."_

_Sunset looked down in embarrassment a bit as she grinded her hood against the ground gently. "I've never really played before." She muttered quietly._

_Cadence heard this however and rose an eyebrow and said. "W-what?"_

_Sunset blushed as she looked away. "I've never played with anypony before…" Sunset again as she started to tremble lightly._

_Cadence looked at Sunset with a sympathetic look. Celestia told her Sunset had a bit of rough past, but she could feel the pain in the little filly. Cadence then set the puzzle box down on the floor and opened it up. "Well, what are we waiting for? We got a puzzle to complete."_

_Sunset looked up at Cadence a bit and saw the pink Alicorn giving the little Unicorn a sweet smile. Sunset then looked at the opened box and all the puzzle pieces and nodded before using her magic to take them out of the box. The two quickly got to work putting it together._

_About 45 minutes later, the two had about over half of the puzzle complete. And over that time, very few words were said. Cadence didn't pressure Sunset into talking and having conversations. Meanwhile Sunset tried to focus on the puzzle, but she would every now and then take a brief look at Cadence, but whenever she did Cadence would look at her with a smile causing Sunset to flinch and look away._

_After this happened a few times, Cadence got a little worried and turned to Sunset completely and asked. "Hey, is everything alright."_

_Sunset flinched a bit at the question and quickly focused her eyes on the puzzle and simply said. "Y-Yeah…"_

_Cadence wasn't buying it at all. Sunset clearly did have something bothering her. A lot of things actually but Cadence was gonna focus on the now. "Are you sure?" Cadence asked gently as she scooted a few inches towards the yellow unicorn._

_Sunset didn't respond. She didn't even move as Cadence got closer to her and instead started shaking a bit. Cadence grew increasingly worried for Sunset as she saw the filly's reaction to her get closer. "Hey, you don't have to be scared, I'm not gonna hurt you."_

_Cadence then put a hoof on the Unicorns shoulder. But when she did this Sunset flinched hard and jumped back and curled herself in a shaking ball and said. "I'm sorry!"_

_Cadence was taken aback by this a lot as she stood up and looked at the poor trembling filly. Celestia told her that Sunset was fidgety and had trouble with socialization. But this was something else. Cadence then slowly walked over to Sunset and saw down in front of the yellow Unicorn and used her forehooves to wrap Sunset up into a gentle hug._

_Sunset flinched again at the touch, but then looked to see Cadence pulling her into a gentle, warm hug and stroking her mane, much like Celestia did with her. "It's alright. It's alright. I'm not gonna hurt you." Cadence reassured her as Sunset started to relax a little bit. Cadence then looked down and Sunset and looked the Unicorn in the eye. "Why would you think I would try to hurt you?"_

_Sunset looked back down and sniffled a bit and quietly said. "Everypony always does…"_

_Cadence gave Sunset a concerned look and asked. "What do you mean?"_

_Sunset started trembling again, so Cadence quickly started comforting her again and holding her a little closer. After taking a few deep breathes, Sunset spoke again. "A-All the other k-kids at the o-o-orphanage would always hurt me whenever they could." Sunset explained as tears started to go down her eyes as the memories came flooding to her mind. "They would beat me up…make fun of me…told me how much of a screw up I was…how nopony would ever want me…and…and…and…"_

_It was then that Cadence pulled Sunset close to her chest as the Unicorn started quietly sobbing into the Alicorns pink fur. Cadence stroked her mane as she gave the Unicorn a light nuzzle. "It's alright. Let it out." Cadence said softly as Sunset held onto her tightly. "Those other ponies don't know what they're talking about if they said and did all those things to you. You're special."_

_Sunset then stopped sobbing and looked up at Cadence and said. "R…Really?"_

_Cadence gave a warm smile in response. "Yes. Really. Don't let anypony tell you otherwise, alright?" Cadence told the filly in her hooves. Sunset wiped her eyes a bit first but gave a shaky nod in response. "Good."_

_A few moments of silence went by before Sunset asked. "C-Can we stay like this for a bit…please?"_

_"Of course, we can." Cadence instantly answered back as she held Sunset in a soft embrace._

_For the rest of the time, two simply sat there together and talked. Cadence got Sunset to open up a bit about herself and the Princess of Love in turn told Sunset a little about herself._

_It was simple, but it was nice._

_Eventually though, Cadence had to leave. Sunset was a sadden by this, but then Cadence promised to see her again whenever she could. That made Sunset a little happier…_

_But she still couldn't smile._

…_At least…not for now._

* * *

_Weeks passed by since that foalsitting from Cadence. Cadence would stop by at least 4 times a week to look after Sunset. Whenever she did, she would get Sunset to open up more and more each time. And it was then that Cadence asked Sunset something._

_The next time she's in the class, the pony she ended up sitting next to…talk to. Try to make a friend. Sunset was terrified about this but ended up promising her foal sitter she would try._

_The next day at class, Sunset ended up sitting next to a filly named Moondancer. Moondancer was known for being a bit of a bookwarm. Often have her muzzle in a book. And Sunset was going to have to talk to her._

_It…was awkward to say the least. Sunset tried to get her attention, but only silent words came up at first. Eventually though, Moondancer noticed Sunset's attempts to talk to her and asked her what's up. Sunset was finally able to make an audible response, but all her words would stutter and make her hard to understand. Moondancer was a little weirded out at first, and Sunset thought she blew her chances at finally making a friend, until Sunset noticed the book Moondancer was reading and accidently made a comment about it._

_It was then that the two somehow got into a deep conversation about the book and their various opinions and theory's and such. Eventually they had to stop, but Moondancer said she would like to talk with Sunset again._

_While Sunset Shimmer wouldn't call them friends, at least not yet. It was a start._

_And then the weeks turned into months._

_Things…things were looking better for Sunset Shimmer. She would still have her meetings with Cadence and the assignments from Celestia, but she loved those. She loved getting to play and talk with her foal sitter and she happily did anything the Sun Princess told her and just liked being able to spend time with her._

_And then there was Moondancer. Yes, Sunset was still extremely anxious and nervous around other ponies, but she got a little used to being around Moondancer would have conversations with her and even worked together on a project or two. She even got to meet Moondancer's group of friends Minuette, Lemon Hearts, and Twinkle, but was too scared to hang out with them all at once._

_And then one night…_

_Sunset was tossing and turning in her sleep. She was breathing heavily as sweat covered her body. Just then Sunset shot up from bed. Her body was shaking, her pupils were dilated, and tears started to build up in her eyes._

_The young unicorn quickly ran out of her bed and into the halls, heading towards one room in particular._

_Celestia was currently lying down in her bed wearing little reading glasses and reading a book. She was currently getting some light reading done before she went to bed. As she was reading she heard the door to her room being opened up and looked to see her faithful student Sunset Shimmer come in and looking completely terrified. Celestia put down her book as she looked at her with concern. "What wrong Sunset?"_

"_I…I had a nightmare." Sunset said quietly while sniffling._

_Celestia then laid down on her belly and raised up of her wings. "Come here. Tell me about it." Celestia said in a comforting tone while gesturing Sunset to lie down next to her._

_Sunset then walked over to the giant Alicorn sized bed and climb up on it. She then went over to her teacher and laid down next to her as Celestia gently laid her wing on Sunset, letting the filly use it as a blanket. "What was your nightmare about." Celestia asked as she lightly stroked Sunset with her wing._

_Sunset sniffled a few time as she snuggled up to her teacher and said. "It…it was about me…and…and I was alone again." Sunset revealed in a broken tone. "I was…I was back on the streets…and I…I was…I was dying again…and…and nopony…nopony came to help and…"_

"_Ssh, ssh, ssh. It's ok. I was only a dream." Celestia comforting as Sunset starting to cry into her fur. This continued for a few minutes as Celestia simply comforted her student as she tried into the Princess's white fur._

_Just then Sunset removed her head from Celestia and looked at the Solar Princess with pleading eyes. "P-Princess Celestia…can I please ask you something."_

"_Anything." Celestia said with a warm smile._

"_Promise me…" Sunset began as she struggled to let the rest of the words out. "Promise…promise me you'll never leave me. Promise me you'll always be there when I need you. I…don't wanna lose you…I don't…I don't wanna be alone again."_

_Sunset clenched her eyes shut as she anxiously waited for a response, afraid Celestia will decline her promise. Just then she felt Celestia's hoof brush her mane and opened one eye and saw Celestia looking at her with a kind smile and said. "I promise."_

_Sunset's eyes widened in surprise as they slowly started to sparkle. "R-Really…" Celestia gave a warm smile and nod in response. More tears went down her eyes as buried her head into Celestia's fur again. "Thank you. Thank you so much."_

"_Of course Sunset Shimmer." Celestia said kindly as she spread her wing completely around Sunset's body. "Do you want to sleep with me tonight?" Sunset nodded in response as she snuggled up to Celestia's body completely and closed her eyes._

_Celestia smiled warmly at her student as she said one last thing to Sunset. "I promise, I won't leave you."_

_At hearing this, Sunset suddenly felt all her worries leave her. She had friend and foalsitter in Cadence. A study buddy in Moondancer. And Celestia. The one who saved her. Who spent her precious time to save somepony like her._

_And who just promised to never leave her._

_Just then…Sunset did something's she's seen plenty of pony's do but she herself seemed incapable of it._

…_Sunset Shimmer smiled._

* * *

_And then the months turned into years._

_Sunset Shimmer truly felt happy. She was smiling. She was laughing. She was having fun. She was continuing her studies._

_Everything seemed perfect._

_Until one day…_

_Sunset Shimmer was seen walking through the halls of Cantorlot at night. She had the widest and most excited smile she's ever had. And this was for one reason and one reason only. On Sunset's flank was her Cutie Mark! It was a sun just like Celestia herself with the outside part being half yellow and half red and the center resembling a yin-yang with one half being red and the second half being dark yellow._

_Sunset was currently running as fast as she could towards Celestia's room. Incredibly eager to show her mo-her teacher her brand-new Cutie Mark._

_Celestia herself was currently sitting on her bed again reading, like she did those tears ago when Sunset had that nightmare, she suddenly her doors burst open scarring her a bit as she looked to see Sunset Shimmer standing there with an excited smile on her face._

"_Sunset Shimmer, you know I don't mind you coming into my room, but please knock next time." Celestia lightly scolded as she got her heart beat down from her students sudden scare._

"_I'm sorry! I just really need to tell you…I GOT MY CUTIE MARK!" Sunset Shimmer announced with nothing but excitement and happiness._

_Celestia gasped as a wide smile came to her face. "Really?!" She asked excitedly as Sunset rapidly nodded. "Let me see it!"_

_Sunset happily complied as she turned to her side and showed Princess Celestia the new mark on her flank. "Look! It's like yours!"_

_Celestia looked at it…and her expression faltered a bit. "O-oh…" Celestia muttered quietly as she looked over the mark. "I…I see."_

"_Isn't it amazing!" Sunset said happily, not hearing what Celestia said. Sunset then eagerly looked to the Sun Princess to see her reaction. However, the yellow unicorn looked to see that Celestia's expression wasn't what she thought it would be. She looked…disappointed. "Is…Is something wrong?"_

_Celestia quickly snapped out of it as she gave Sunset a nervous smile and said. "O-Oh, no, no, no. Everythings…fine. It's just…I'm sorry. Day court was just busy. I'm just really tired right now."_

"_O-Oh…right." Sunset said with a sheepish smile. "I-I always forget how busy you are."_

"_T-Tell you what," Celestia said as she patted Sunset's head. "Why don't tomorrow, after we get some sleep, you show me again tomorrow."_

"_Ok!" Sunset nodded eagerly as she gave her teacher a hug. "Goodnight Celestia!"_

"_Goodnight my faithful student." Celestia said. But without hugging back. Sunset didn't seem to notice this as she pulled away from the hug and went to her room._

_Once she was gone, Celestia sighed, looked down, and quietly said…_

"_She's not the one…"_

* * *

_And so the next day, Sunset showed her Cutie Mark again to her teacher. But things didn't change. Celestia didn't look impressed. If anything…she seemed disappointed. Sunset asked what was wrong, but never got a proper response from the Sun Princess as she simply gave a hollow 'It's fine' from Celestia before she gave Sunset her assignments for the day._

_Sunset didn't see her for the rest of the day._

_And just like that, things seemed to go downhill from there. Everyday became the same. Sunset would go up to Celestia, Celestia would give Sunset her assignments, and when Sunset would present them to Celestia, the solar princess would give her an empty compliment._

_And then there were times Celestia seemed…annoyed with her. When Sunset would go on lengthy explanations about projects she was working on, Celestia would offered give annoyed sigh's or expression. Sunset was confused. Celestia usually loved hearing about her studies and projects but now…it seemed she couldn't care less._

_And then there was…__**her**__._

_A few months after Sunset got her Cutie Mark, a new filly passed the entrance exam to get into Celestia's school. Even be taught right under Celestia herself. Just like Sunset. She was a purple Unicorn filly who had apparently earned her Cutie Mark after experiencing a magical surge and hatching a dragon egg. _

_Sunset learned through other students that her name was Twilight Sparkle._

_And most of the time when Sunset saw Celestia, it was at a distance…and she was always with that purple filly. Everything Sunset did with Celestia, she saw Twilight Sparkle doing with her. The stuff when Sunset did or asked to do it now, Celestia always seemed annoyed by it, or even simply saying no to it._

_And it wasn't just Celestia. Cadence's visit's seemed to lessen as well. She would see the Pink Alicorn only twice a week. And that was if she was lucky. But Cadence didn't go through the same change Celestia did with her. She was always happy to see Sunset and was extremely proud when she got her Cutie Mark. So why…why didn't she visit her as much anymore._

_Even Moondancer. Whenever she saw her or her friend group, they always seemed to be with Twilight. Even though the purple filly hardly acknowledged them and her muzzle was literally in a book practically 24/7._

_Why…why was everypony focused so much on this filly._

_Why…why did she start feeling alone again…_

_Celestia promised…_

_Things only seemed to get worse. The years went by and she could hardly call herself Celestia's student anymore. The Solar Princess hardly seemed to be bother with Sunset, if at all._

_Cadence never came to visit her anymore. Yeah, you could say she was past of the age of being a sitter…but she still wanted to see her friend._

_And she never really saw Moondancer either. Or any of Moondancer's friend group._

_Whenever Sunset saw any of them, it was always at a distance. Through a window. And they were always with Twilight Sparkle._

_She didn't get it. Why were they always around that filly? What made her so special? Why didn't anypony even bother with her anymore…_

_Doesn't anypony love her anymore…_

_Why…why…why was Twilight Sparkle taking everypony away from her?_

_Things kept getting worse. At this point, Sunset's newfound loneliness was overtaking her emotions. Whenever she thought of Twilight Sparkle, she could only feel hatred towards the Unicorn who took everypony away from her. Celestia. Cadence. Moondancer. It's like they all just abandoned her for Twilight._

_She would lash out at others, often acting rude, cocky, and straight up being a jerk to them._

_But when she was alone in her room, all she could do was crawl onto her bed and cry herself to sleep. Just praying the ponies she thought loved her would come back to at least visit her._

_And then one day…_

* * *

_Sunset was lying down in her bed. A depressed expression across her face as she was spending yet another day by herself. Just then she heard her door opening and didn't bother to see who it was. "Who's there…" The yellow unicorn said in a tone that matched her mood._

"_Sunset Shimmer." She heard a regal voice call out her name._

_Sunset's eyes widened at the familiar voice. She shot up from her head and looked to see Princess Celestia standing in the middle of her room and at her. "Princess Celestia…" Sunset muttered, rubbing her eyes to make sure she wasn't seeing things._

"_Come." She said in a professional tone. "I have something I want to show you."_

_Sunset watched as Princess Celestia started to walk out. Just then a small smile came to Sunset's face as she started following her teacher and muttered quietly. "She didn't forget about me."_

_A mirror._

_That's what Celestia showed Sunset._

_A mirror._

"_Oh…" Sunset let out in mild disappointment. She was happy that Celestia didn't forget her and wanted to show her something new. But a mirror…was extremely underwhelming._

"_This is not just any mirror." Celestia explained as she brought Sunset up to the mirror. "This is a special crystal mirror created by Starswirl the bearded. Once every 30 moons, it's said this mirror opens up a gateway to another world."_

"_Wooooah…" Sunset said in awe as the mirror suddenly got a lot more interesting. "Really?"_

"_That's what said." Celestia further explained as walked closer to the mirror and gestured Sunset to stand in front of it. "While nopony has ever went through to see."_

_Sunset looked at the crystal mirror with curiosity and asked. "So why did you want to show me this?"_

"_I want you to look into it." Celestia ordered her student. "Just simply look into the mirror and tell me what you see."_

_Sunset rose a confused eyebrow but did what her teacher said and stepped up to the mirror and looked at her own reflection. At first nothing happened. But suddenly, Sunset's reflection suddenly changed. The yellow Unicorn looked with sparkles in her eyes as suddenly her reflection gained wings._

_She saw herself as an Alicorn._

_But that wasn't it. Suddenly she watched as an outline of Celestia appeared beside her reflection. Smiling at her. Hovering a wing over her._

"_Wow…" Sunset muttered quietly as she thought only one thing. '_I'm her little princess…'

_But just then, the image in the mirror changed. She saw a imagine of…something. It seemed to be bipedal. "What's that?" Sunset asked as she got closer, but suddenly Celestia's hoof came in and dragged her away. _

"_That's enough for now." Celestia said firmly._

"_But, but, but…" Sunset repeated as she wanted to continue looking into the mirror._

_Celestia had to drag Sunset away from the mirror but had to listen to everyone of Sunset's questions about the mirror. Question's like 'What did I see mean' or 'What was that bipedal thing.'_

"_Sunset, I will tell you when the time is right." Celestia said with a said as she used her magic to put Sunset in front of her. "For now, just go back to your room and continue your studies."_

"_But, I just wanna know-" Sunset was saying before being interrupted by Celestia._

"_Am I clear!" Celestia said sternly to the yellow Unicorn._

_Sunset flinched and backed up from the Solar Princess with her head lowered. "Yes Ma'am…" Sunset said quietly before she started walking back to her room. But Sunset couldn't get the mirror out of her head. The image she saw. The strange creature that appeared which for some reason looked really familiar._

"_I have to find out more about that mirror." Sunset said determinedly as she just had to learn more about that mysterious mirror._

* * *

_**ONE WEEK LATER**_

_Outside of Cantorlot Castle, it was horribly raining as dark clouds covered the night sky. Suddenly the doors to the castle opened as two Pegasus guards came out carrying none other then Sunset Shimmer. Just then, the two guards threw Sunset out of the castle and into the muddy ground._

_Sunset groaned as she looked up to see Celestia glaring down at her. "Sunset Shimmer, you have knowingly disobeyed my orders. You are hereby removed as position of my pupil. You may stay in Cantorlot, but you are no longer allowed in the castle."_

"_But…but…but…" Sunset barley let out in a hardly audible tone. _

_After looking into the mirror, Celestia refused to answer any of Sunset's questions about it. So, Sunset ended up doing so digging and ended up sneaking into the forbidden library and trying to find some books about it. However, the librarian ended up waking up and informing the princess about it._

_And that's how Sunset got her._

_Her body covered in mud and cold rain falling on her._

_Celestia glared at Sunset before she turned around and walked inside with the two guards following behind and closing the doors._

_Sunset was in complete shock as tears start falling down her face._

"…_But you promised…"_

_At this point Sunset Shimmer completely broke and started sobbing hard then she ever has before. Again. She was completely alone. The very mare that saved her life and promised to always be there for her…threw her away like trash._

_She never even got to say goodbye to Cadence and Moondancer. Not that they cared about her anymore. Rain continued pouring down her mud stained body as tears flowed down her eyes, getting her body even more wet._

_And as this overwhelming sadness took over her…suddenly the imagine of one pony came to her mind…_

"_Twilight Sparkle…" Sunset growled as suddenly she removed her face from her hooves, tears still streaming down her face as her face turned to one of rage._

"_It's her fault…" Sunset told herself as hatred filled her body._

"_She took everything from me!" Sunset yelled as thunder boomed in the sky. "She took everypony from me! She turned them all against me! It's all her fault!" _

_As Sunset said this, suddenly her eyes widened as a thought came to her. "The mirror…" If she could get to the mirror, the gateway, she could go through and take whatever power it has. She could use it to get revenge on the filly that took everything she's ever had away from her._

_Thunder and Lightning went off again as Sunset suddenly gained a malicious smile as she started to think of a plan._

_Celestia was seen running through her castle to the room she kept the mirror. She heard a loud ruckus echoing through the halls and when she went to the source, she found a few of her patrolling guards on the floor and beaten up as well as muddy hoof prints. _

_Just then she went into the room with the mirror and saw the mare she just kicked out of her castle Sunset Shimmer standing in front of the crystal mirror. And she was preparing to jump in. "Sunset! Wait!" Celestia called out to her._

_But it was to late. She watched as her former student jumped right into the mirror. Disappearing to a world unknown._

* * *

Lincoln continued glaring down at Celestia hard. Celestia herself was looking up at Lincoln in shock, still on the floor and with Lincoln handmark on her muzzle from the slap he gave him.

"Well?!" Lincoln asked aggressively. "Did I leave anything out?!"

After a moment, Celestia found the ability to speak. "Ho-How did you know all that?" Celestia asked in surprise from the information Lincoln just told her.

"Sunset told me herself!" Lincoln yelled harshly as his glare never left his face. "You're a filthy liar! Sunset never betrayed you! You betrayed her!"

Celestia tried to find words to say but was unable to as any words she formed seemed to get stuck in her throat. "What? Got nothing to say?!" Lincoln yelled as Celestia flinched. "Why?"

"W-w-what?" Celestia stuttered out at Lincoln's question.

"I said why?!" Lincoln yelled again to make sure he was heard. "Why did you just stop caring about her!? And you better have a damn good reason!" Lincoln watched as Celestia lips moved, but he couldn't hear what she was trying to say. "I can't hear you!"

"SHE WASN'T THE ONE!" Celestia suddenly snapped as she stood up and glared back at Lincoln.

"What was that?" Lincoln asked with narrowed eyes.

"She…She wasn't the mare that would save my sister." Celestia revealed as she started to stand up to Lincoln. "When I saw her Cutie Mark…I knew she wasn't the one. The Unicorn that would be connected to the Element of Magic and would save my sister from Nightmare Moon!"

Lincoln didn't respond. He simply glared hard at Celestia as his anger continued boiling as Celestia spoke up more. "Look, I truly am sorry for what happened to Sunset, but I needed to find the mare that would grow up to be the Element of Magic. The mare with a six-pointed star Cutie Mark. Twilight Sparkle."

"You don't know what it's like! I had to live 1000 years without my sisters and I wanted to get her back! I wanted to rid her of Nightmare Moon and be with her again! You can't possibly understand what I went through!" Celestia yelled as water built up in her eyes.

Lincoln's expression didn't change. But after a moment…he started light chuckling. But it wasn't a happy chuckle. "Oh right, you're sister." Lincoln chuckled as Celestia narrowed her eyes but tilted her head in confusion. "You mean the sister _YOU _banished in the first place!"

Celestia was taken aback by Lincoln's sudden statement as he continued yelling at the Solar Princess. "Twilight told me everything about that. About how Nightmare Moon took over your sister making you forced to banish her. But honestly…I'm not surprised about what happened with Luna."

"What?" Celestia gasped out in reaction.

"Luna was corrupted by Nightmare Moon because all the ponies in Equestria practically worshipped you and your sun, but Luna would be alone without any ponies looking up to her at night. Isn't that right?" Lincoln asked as Celestia shockingly nodded. "Well tell me this, how would you feel if for centuries, no one ever appreciated you? Never gave you any credit? Never did anything for you and simply left you alone?"

…Celestia didn't have an answer. She was completely frozen as Lincoln listed everything out and continued to call her out. "Honestly, I don't blame her. She had no one and felt unappreciated and constantly in your shadow! And what did you do about this? What did you do to comfort her and help her? _Nothing."_

"Had you simply ignored all the praise and worship your subjects gave you. Had you've emotionally support Luna. Had you just _been a sister_…none of that would have happened." Lincoln finished off as Celestia's breathing got heavy.

"I…I…I…" Celestia tried saying again but was once again cut off my Lincoln.

"And then there's you banishing her in the first place!" Lincoln continued yelling again. "Twilight told me of what the elements of harmony can do! They could heal! They could have uncorrupted Luna right then and there! But no! You could have done something, _anything _else. But you were the one who subjected you own sister to 1000 years by herself on the moon!"

Celestia gritted her teeth at Lincoln's words. Each one of them felt like a stab to her heart as she tried to hold back tears from falling down her eyes. "It doesn't help that it was all fake worship anyway." Lincoln suddenly said.

Celestia's eyes widened in surprise as she looked at Lincoln and said, "W-What…"

"Oh yeah, did I forget to mention that some of my aliens can travel through space?" Lincoln said in a sarcastic tone. "I already had my doubts that you and your sister were actually about to move the sun and moon, and it turns out I was right! You two don't move the sun and moon! _You rotate the planet!_"

Celestia froze completely. She had no idea how to respond with the information Lincoln knew. Lincoln saw her reaction and said. "So, don't act like the victim here! Luna was corrupted because you did nothing to comfort her all the while you basked in the worship of your subject who were worshipping a big fraud! You were the one who made the choice to banish Luna! And you broke your promise to Sunset!"

"..B-But…" Celestia let out before Lincoln completely snapped.

"NO BUTS!" Lincoln yelled harshly, causing Celestia to back up in reaction. Lincoln then took a deep breath to calm himself down and said. "You took an orphan off the streets, gave her a home in your castle, raised and nurtured her, and then just abandoned her? You were more than her teacher Celestia. You were her mother, she admired and loved you, and because she didn't get the wrong cutie mark, you toss her aside. Like she was nothing, less than nothing."

Celestia started trembling as she looked down and glared at the ground. "I suppose you're going to tell the others about this…" Celestia said quietly with a broken tone.

"…I think they already know." Lincoln said quietly as Celestia's eyes widened a bit. Lincoln then turned to the door of the room and said. "I know you're all there. Might as well come in already."

Celestia looked at the door and watched in horror as it suddenly opened up to reveal the Mane 6, her sister Luna, and her Niece Cadence right outside the room with stunned faces and on Luna, a look of shame and sadness.

"You…You were all listening?" Celestia asked quietly as they all came into the room.

"A-Auntie…that…that's wrong right?" Cadence asked in a shaky tone. "That's…that's a lie…right?"

"You've…you've been lyin…you've been lyin to everypony for centuries!" Applejack yelled as she suddenly glared at Celestia. Rarity was quick to go over to her marefriend to calm her down. But Rarity herself was in shock from everything they heard.

"You…You just abandoned Sunset!" Rainbow Dash, the Element of Loyalty, yelled as she started glaring at the Princess she's come to respect all these years.

Celestia didn't know how to respond. She wasn't prepared for all of this to suddenly be unloaded onto everypony present. She was completely stuck. Just then Twilight Sparkle, still wearing her crown, walked up to Celestia slowly and asked in a trembling voice. "That…That's all a lie, right? You…you never abandoned Sunset right? You _do _move the sun right?"

Celestia couldn't answer. She just watched as Unicorn turned Alicorn looked at her, trembling due to everything she just heard. Before Celestia could try to respond, suddenly Luna spoke up. "I'm…I'm afraid that second one…it's true." Luna admitted as she lowered her head as everypony gasped. "Me and my sister…we do only rotate the planet!" The night princess said in shame as she lowered her head as much as she could.

"You've…you've to everypony. To us?" Fluttershy said quietly in a saddened tone.

"How…how could you…" Rarity asked in a hurt tone as Applejack held her close and glared heart at the day and night Princess's.

"I though you trusted us…" Pinkie said sadly as her mane started to deflate.

"I'm sorry…" Luna apologized in a broken tone as she started trembling.

Lincoln remained stone faced the entire time. He simply watched everypony's reaction before he turned to Luna and asked. "Luna, let me ask you something." Lincoln said as the Night Princess looked at him. "Tell us, what was it like being on the moon for a thousand years?"

Luna flinched at the question as she watched everypony looked at her. She really didn't wanna answer this, but she was in no room to decline answering anything. "It…It was torture…" Luna admitted as she started shaking as the memories of being on the moon come flooding back to her. "It was far worse than being completely ignored by my subjects. It was a completely lifeless rock. Nopony there. Cold. Dark. I couldn't even talk or scream. And Nightmare Moon…she might have been the reason I was sent there, but she was the only reasoned I even remained sane. She was the only pony I had to keep me company."

As Luna described her experience of 1000 years of isolation, anger started building up in her. Anger for her sister. Anger for her putting her through all of that. She remembered what Lincoln said to Celestia about her sister banishing her. She could have used the elements to do something, anything else to help her. But no. Just because she felt jealous, lonely, and not even appreciated, Nightmare Moon corrupted her, and her own sister banished her.

"Now tell me this." Lincoln asked after Luna described her experience. "After you were freed from Nightmare and apologized for trying to bring eternal night. Did SHE ever apologize for sending you to the moon?"

Luna and Celestia froze. Both their eyes widened as their pupils dialted. And then…Luna started slowly shaking her head. "...No...No she didn't…You _NEVER _said you were sorry." Luna said as she started glaring at her sister.

Celestia started breathing rapidly as she was finally able to speak and reached out to her sister. "Luna! I truly am sorry! I really am! When you were corrupted, I didn't know what to do! I just…I panicked! I didn't want to send you to the moon! I really didn't! I'm so sorry!"

However, Luna started backing away from her sister and shaking her head. "No… Had you said you're sorry when I was freed I would of accepted it. But now, all I hear are empty words. I reject your apology…and I reject _you_." Celestia could only watch as her sister then left as tears started going down the night Alicorn's eyes.

"Sunset Shimmer…" They all heard Cadence squeaked out and she was taking deep breathes. "You…You left her…you abandoned her…all because of Cutie Mark…"

"Cadence…" Celestia said as she was still trying to recover from what Luna to her before she left.

"You said she didn't need me…you wouldn't let me see her…you told me I should spend my time with Twilight…" Cadence listed as she started gritting her teeth. "I wanted to see her so bad…and she needed me…because you stopped caring about her…you…you…YOU MANIPULTIVE _BITCH_!"

Everypony watched as Cadence suddenly tackled her adoptive Aunt to the floor and started punching her in the face with her hooves. "YOU SAID SHE BETRAYED YOU! YOU SAID SHE DIDN'T NEED ME ANYMORE! YOU LIED! YOU LIED ABOUT EVERYTHING!" Cadence yelled as she continued assaulting the Sun Princess.

Celestia tried pushing Cadence off her and even Pinkie and Rainbow tried to pull the pink Alicorn off Celesita. However, the Princess's of loves strength was more then they thought as she continued attacking the ruler of Equestria.

But what did get her to stop was a sudden pain in her stomach. She came to halt as she clenched her stomach in pain and started taking deep breathes. Celestia was finally able to free herself with her face now bruised as blood leaked down her left nostril.

Rainbow Dash and Pinkie looked over Cadence in worry as the Pink Alicorn continued holding her gut. "Cadence, what's wrong? Do you have a tummy ache?" Pinkie asked in worry.

Cadence didn't respond and simply rubbed her belly before turning to Lincoln. "What did…what did Sunset think I did?" She asked while taking deep breathes.

Lincoln looked down and sighed. "She thinks…she thinks you abandoned her for Twilight."

Cadence quickly started shaking her head as tears started to flow down her eyes. "No…I didn't…I wanted to see her…I wanted to…I wanted to…" Cadence couldn't say anymore as she buried her face in her hooves and started sobbing.

Celestia could only watch as pain was sent through her face and heart. She then heard hoof steps in front of her and looked to see Twilight looking at her with a shocked and disbelieving expression. "If I had gotten a different cutie mark, would you have turned me away as well?" The purple Alicorn asked in a shaky tone.

Celestia opened her mouth and wanted to say she wouldn't. But then she saw an incredibly harsh glare from Applejack, the Element of Honesty. The words got stuck in Celestia's throat, but Twilight knew what this meant as she said in a broken tone as tears started to build up in her eyes. "You…you really would!"

Tears started to go down Twilight muzzle as she took her crown off and looked at it. Her eyes glared at the gem that was the Element of Magic. She then rose it up and-

_SMASH!_

Twilight threw the crown down on the floor as hard as she could. The crown around the gem broke as the gem itself bounced on the floor and rolled around a bit before it stopped right under Celestia. Twilight then glared up at her ex-mentor as she said. "You want Equestra to be safe so badly, then do it yourself. I'm done being your errand filly. Find yourself a new bearer…and a new _Princess. I quit!"_

The rest of the Mane 6 then reached into their own saddle bags and pulled out their own elements of harmony. They brought them incase something happened, but now, they followed Twilight's example as they discard them to the floor. They all then started leaving the room while sending one last glare to Celestia before they left.

Cadence as the last to leave, as she stopped to glare one last time at the Sun Princess and said. "Well, you've successfully pushed your family and everypony that cared and looked up to you away. Again. I hope your happy."

Cadence then slammed the door hard, causing some items that were on shelf to fall down.

Once Celestia was alone, her face was hidden by her mane making her expression unreadable. She used her magic to pick up the discarded Elements of Harmony. Just then her horned glowed as she teleported away.

Celestia proceeded to teleport back to her castle in Cantorlot. Specifically, the library. The Sun Princess walked up to a specific shelf and used her magic to levitate books off the shelfs and put them in specific places. Just then the shelf lowered into the floor and revealed a door.

Celestia opened up the door to reveal a staircase going down. Once she entered, she closed the door and the bookshelf rose up to hide the door again. It was a large staircase that led down deeper and deeper. As she walked down, memories flooded her mind.

'_I don't wanna go back! Please don't take me back! Please! Please! Please!'_

'_I-I just did what the b-book told me to do.'_

'_No! Please don't go! Don't leave! What am I doing wrong?! I'll do better I swear! Just please don't go!'_

'_Promise…promise me you'll never leave me. Promise me you'll always be there when I need you. I…don't wanna lose you…I don't…I don't wanna be alone again.'_

…

'_I promise, I won't leave you.'_

Celestia finally reached the bottom of the stairs and found another door. She opened it up to reveal a study room. One that hasn't been used in a long time. Plastic wrapped covered the furniture and there was a layer of dust over everything in the room.

Celestia walked in a put the Elements she had inside a dust covered wooden chest that was in the room. She then walked to the end off the room where a single plastic covered chair was. The Princess sat down in it as she glared at the wall of the room as tears started to go down her eyes as what Cadence said to her played through her mind.

'_Well, you've successfully pushed your family and everypony that cared and looked up to you away. Again. I hope your happy.'_

…

…

…

"I am."

* * *

…_**One week later…**_

_Ring…Ring…Ring…Ring…_

_Click!_

"_Hey, you reached the voicemail of Lincoln Loud. If I haven't picked up, I'm probably busy helping one of my sisters or doing some other crazy thing. Just leave a message after the beep and I'll get to you when I can!_

_BEEP!_

"_G-Guess I shouldn't be surprised huh?" A familiar female voice was heard. "You are in another world after all. Still, guess I'll leave a message just in case."_

"_Hey Lincoln, it's Wallflower Blush." The voice revealed themselves. "So, quite a few things have happened since you and Twilight left."_

"_I myself have been spending quite a bit of time with Pinkie Pie. She's been helping me with my s-social skills and making myself known. And…it's actually kinda working!_

"_Pinkie ended up becoming the vice-president and second member of my Gardening Club. She's helped spread the word about it by making these really flashy posters and flyers she hands to other students. And n-now my G-Garden Club has a dozen members!"_

"_S-Spending time with Pinkie has also been really nice. She's very hyperactive but really sweet. She's good company and a great friend. She's pretty affectionate to. She pretty much hugs me at every chance. Although, I would be lying if I said I didn't enjoy them. Plus, her hair smells really nice. Like strawberry cotton candy…wait…did I just say that out loud? P-Please…forget I said that._

"_So…About Sunset Shimmer…I won't lie…she's not doing to well. Not at all. She's hardly getting any sleep. Her eyes are always baggy, and she dozes off often. It doesn't help that pretty much everyone hates her. And there were some days where she didn't show up to school. We went to her apartment to check on her…but all we heard was crying from inside. We ask her to let us in…but she never responds. All we can do is stay there and hope. We've been keeping an eye on her when we can though. And, uh, we've been making sure to keep her away from high places and, um, sh-sharp o-object j-just in c-case she's…she's…ya know, I think I'll just stop there._

"_We could really use you and Twilight now. I really hope you find a way to open up the portal again. Please don't forget your promise. At the very least, find a way for us to call each other. I know we're literally worlds apart…but Sunset could really use you guys. I'm worried about her._

"…_Uh-oh. My phones almost dead. Guess I'll stop here. I hope…I hope we can at least see or talk to each other soon. Bye._

_CLICK!_

* * *

**_Next chapter..._**

**_"Aftermath"_**


	13. Aftermath

_**Oooh boy this was big! I was expecting for this chapter to be long, but not this long XD. Oh well, good thing I enjoyed writing this. This chapter finished the Sunset Shimmer Arc, at least for now. Trust me I have FAR more planned. This is more the end of the first arc part and the origin story for her. So I hope you enjoy it!**_

* * *

One week. That's how long its been since the Mane 6 and Lincoln went to the Crystal Empire. That's how long its been since Sunset came and stole Twilight's crown and Element of Magic. That's how long its been since Twilight, Lincoln, and Spike went through the Crystal mirror to the Equestria's parallel human world.

…That's how long it's been since they all learned the full story of Sunset Shimmer. About how she was taken in by Celestia, only to be abandoned by her.

That's how long its been since Twilight and her fans cast aside their elements and quit their roles as bearer of the elements. And for Twilight Specifically, quitting her recently acquired role of Equestria's 4th Princess.

Since then, things have been tense to say the least. Specifically, for the Mane 6.

Applejack has been more aggressive and quick to temper recently. Pretty much doing nothing with her time but focus on her work at the Apple Farm. Despite her…unstable state at the moment she's at least not overworking herself. She learned her lesson about overworking not long after first meeting Twilight.

Rarity spent most of her time inside her Boutique. She didn't go outside much except when she had to, and she would often open later than usual and close earlier. Her cloths making has also dwindled a bit. The cloths she has made recently weren't bad necessarily, but they didn't match up to the fashionista's usual standards.

Pinkie Pie hasn't been her usual peppy self lately. Her mane wasn't nearly as puffy and cotton candy-like as usual, although it wasn't completely straight or grayed like it could get when Pinkie really gets sad and depressed. She hasn't been as talkative and social, and she even hasn't thrown or even planned as of late.

Rainbow Dash was in a similar state to Applejack. She was more aggressive and didn't like being bothered. She spent all her energy either working on her flying tricks and maneuvers and clearing out the skies as fast as she could.

Fluttershy was probably the least effected by all this. She did what she would normally spend her days doing, other she was a bit more reclusive and even quieter, if that was even possible, then usual.

But Twilight Sparkle, she was probably the one affected the most by this. She had just learned that the mare she looked up to, had learned from, and practically worshipped, was a liar, abandoner, and a user. Twilight felt angry, hurt, betrayed, and sad. So much so that the second they left the Crystal Empire the next day after returning from Equestria, she quickly went back to her home at Golden Oaks library and locked herself in her room. And hasn't left it since.

"Twilight open up!" Lincoln yelled as he knocked loudly on the door to Twilight's room.

"LEAVE ME ALONE!" Twilight's voice yelled from inside. "WHY CAN'T YOU JUST RESPECT MY PRIVACAY AND LEAVE!"

"I've been respecting it, but you've been in there for a week now!" Lincoln yelled back as he continued knocking on the door. At first, he simply let Twilight be alone, he figured after everything that's just happened, she needed some space. But at this point she's locked herself in her room for a week and it was starting to become unhealthy. "Come on Twilight. We can just talk. Please come out, me and Spike are worried about ya!"

"I SAID NO! I'M NOT COMING OUT!" Twilight yelled back as Lincoln sighed.

"Alright, that's it!" Lincoln yelled irritably as he activated the Ultimatrix. "If you're not coming out I'm coming in!" Lincoln then found the alien he was looking for and slammed the core down and in a green flash, turned into Big Chill. He didn't call out his name like usual and simply made himself intangible. But when he tried to phase through the door to Twilight's room, suddenly he was met with a purple forced field that he couldn't pass. "What the?"

"YOU REALLY THINK I DIDN'T THINK OF THAT?!" Twilight yelled as she had a force field covering her room that was made so that not even intangible beings could get in. "NOW BEAT IT!"

Big Chill simply sighed as he hit the Ultimatrix symbol and turned back into human. Lincoln got up and glanced at the door before walking back downstairs. Once on the first floor of the library, he saw Spike sitting at the table looking at the newspaper with a worried look on his face. The young dragon heard Lincoln coming down and turned to the white-head and quickly asked. "So?"

Lincoln put his hands in his hoodie pockets and shook his head slowly. "Nope. She's not budging. Can't even get in there myself." The Loud boy told him as Spike sighed sadly and lowered his.

"Looks like things aren't getting better anytime soon then." Spike muttered sadly as Lincoln sat down next to him.

"What'd you except to happen?" Lincoln responded as he rested his head in his arm.

"I know, but…still." Spike said as he lightly scratched the table with his pointer claw. "I just…can't believe Celestia did all that stuff. I used to think she was practically perfect. And just like that, it's like everything I knew about her was thrown out the window." Spike then grabbed the newspaper in front of him and moved it over to Lincoln. "This isn't helping at all either."

Lincoln picked up the newspaper and read the story that had made the front page of the paper.

**EQUESTRIA'S NEWEST PRINCESS'S QUITS**

**It was quiet the shock when Celestia's protegee Twilight Sparkle had not only ascended into an Alicorn like the three Princesses of Equestria themselves, but was also made into a Princess herself and joined the ranks of Princesses Celestia, Luna, and Cadence.**

**However, Equestria was in for another shock when, only after a month since her coronation, Princess Luna had announced to everypony that Twilight Sparkle had chosen to quit her role as Equestria's fourth Princess.**

**Everypony was stunned, and asked for an explanation, but Princess Luna refused to give an explanation and simply said it was a choice made by Twilight's own free will. Ponies couldn't help but noticed the night Princess seemed on edge and rather aggressive during said announcement.**

**When reporters went to Twilight Sparkles home in Ponyville to try and ask the ex-princess herself, they quickly chased away by Equestria's newest and only human Lincoln Loud as he transformed into one of his creatures and chased away the reporters.**

**Regardless if we get an explanation in the future or not, it seems Equestria is back to having 3 princesses.**

"Ah geez." Lincoln muttered as he rubbed his head.

"Turn the page." Spike told him quietly.

Lincoln glanced to the dragon briefly, but simply did what Spike told him and turned the page of the newspaper and read the next article.

**PRINCESS CELESTIA'S DISAPPEARANCE**

**Recently, around the same time of Luna announcing Twilight's departure from royalty, Princess Celestia herself has seemed to have disappeared.**

**Many nobles and ponies who had assigned meetings with Celestia have said that she has not shown up to court at all during the last week. Many have tried writing letters to the Princess and demanding an explanation, but none have been answered as of now.**

**Not even any of the castle's maids, servants, or guards have seen the Solar Princess. Ponies were beginning to become concerned over the well being of Equestiria's ruler. When Luna was asked about the matter, they only response the Night Princess gave was 'She's fine.'**

**When asked further about this, Luna's responded aggressively as she spoke in her Royal Cantorlot voice for the guards to take the reporters away and that she wouldn't answered more about the subject.**

**All we can do is take her word for it and hope the Celestia will make herself shown soon. Especially due to the upcoming Summer Sun Celebration in a few days.**

Lincoln shook his head as he began crumbling the newspaper into a ball. "No matter what planet, universe, or dimension I'm in, the news media proves to be nothing but a source of negativity." Lincoln said as he threw the newspaper into a garbage can.

"Yeah…" Spike said sadly as he simply lowered his head and looked at the table. "I just wish things could go back to normal ya know? Everyone being happy and hanging out together."

"Yeah…me to." Lincoln said as he leaned back in his chair and tilted his head down. "I know I've only been here and known you guys for a few weeks, but I've been really liking it here and hanging out with all of you. It's been really fun."

"Yeah, it's been really cool having you here to." Spike said as a small smile finally came to his lips. "You've definitely made things more interesting here."

Lincoln gave a small chuckle in response as he nodded his head. "Yeah, I'm a bit of a weirdness magnet." The white head admitted as he gave a small smile of his own.

Both dragon and human were silent for a second before they frowned again and sighed in unison. "What are we gonna do?" Spike asked as he just wanted to get everypony to meet up again and hang out and be happy. He knew things would never truly go back to normal after everything that's happened, but it would be nice for everyone to at least be happy again.

Lincoln gave his own sigh as he shook his head. "I got no idea dude." Lincoln responded as he looked down put a hand through his hair. "All we can do is…wait and just do what we can to try and get everybody to open up and back to their usual selves."

Spike didn't respond and simply nodded his head slowly and sadly. There was a long silence for a bit before Lincoln looked at the clock and sighed. "Well, I guess I better get to work." Lincoln said as he stood up and prepared to get ready for work at the Ponyville post office. "I'll see you later Spike. Maybe when I get back, we can discuss ideas to try and get everyone together."

"I hope we can think of something." Spike said as he was willing to try almost anything to try and get the Mane 6 back together. "See ya Lincoln."

Lincoln gave the young dragon a wave before he exited the Library and headed to work.

* * *

At the post office, Derpy had just got done receiving a letter a Stallion was sending to Manehatten. She gave the male pony her signature smiling before putting the letter in a bag for delivery. Right as she did this, a familiar black and blue blur coming into the post office.

Already being used to it, and knowing full well who it was, Derpy turned to blur as it stopped, showing it was XLR8. "Hey Lincoln. How'd the delivery go?" Derpy asked with her usual happy tone.

"Good." XLR8 said simply as he turned back to human and handed Derpy a pile of signed papers. "Everyone got their package in great condition."

"Oh, that's good!" Derpy said happily with her usual Derpy smile most couldn't help but find adorable. However, she noticed Lincoln didn't seem to enthusiastic at the moment. Heck, all week Derpy noticed that Lincoln seemed to be acting different. He didn't talk much and he seemed like he just tried to get work down as fast as possible so he could go home. Yeah, he was able to deliver things quickly all the time, but usually there were times he decided to take things slow so he could talk to her and her co-workers, but recently he just wanted to get his shifts over with.

And at this point, Derpy decided it was find to finally get some answers for this behavior. "Hey Lincoln…is everything alright?" Derpy asked in a worried tone towards her human friend.

"Yeah. Everythings fine." Lincoln answered in the same tone as he began to organize letters.

Derpy didn't believe in one bit. She would admit to not being the smartest pony and she certainly was derpy as her name implied, but she could tell when something was wrong. "Lincoln." Derpy said in a more stern tone. "Please tell me what's wrong."

Lincoln sighed in response as he put a hand to his head. "Look, Derpy, I really do appreciate that your care, but I don't wanna bother you with-"

"You're no bothering me." Derpy said, interrupting Lincoln, as the crossed eyed Pegasus walked up to the human. "You're my friend. I care about you and I don't like seeing you upset. So please. Tell me."

Lincoln was having some serious deja vu from Derpy's words. They sounded like him when he was trying to get through to Sunset. Maybe telling her would help a bit, and maybe she could help him get the Mane 6 back to their usual selves again. "Alright, sorry. Things have just been...stressful the past week."

Derpy sat down and leaned against the wall and tapped her hoof at the spot next to her. Lincoln got the gesture and sat down next to Derpy. Thankfully today was a rather slow day at the post office so they wouldn't have to worry to much about ponies stopping in. "I read the paper today." Derpy said, referring to the newspaper Spike showed Lincoln earlier. "I was really surprised to hear about all that happening...I'm guessing what's bothering you as something to do with all that?"

"Yeah." Lincoln said quietly while nodding his head. Everything that's happened at the Crystal Empire and the world through the mirror still completely fresh in his mind. "I can't tell you exactly what's happened, it's not really my place to tell, but it was some pretty heavy stuff that caused quite a few things to happen."

Derpy nodded in understanding. Obviously, what happened had to be quite serious if it made Twilight give up her recently acquired title of Princess, and if Lincoln said he couldn't talk about it then she wouldn't pry. "Yeah, I remember two days ago I found Rainbow practicing her air tricks. I tried inviting her to lunch, but she yelled at me and told me she was busy."

"Sorry about that." Lincoln apologized on the rainbow maned Pegasus's behalf. "She doesn't mean it, things have just stressful for her to. Same with Applejack, Fluttershy, Rarity, Pinkie, and especially Twilight." Lincoln sighed again as he leaned more against the wall. "I just don't know what to do."

Lincoln and Derpy were silent for a moment. Nopony said anything as they were both trapped in their thoughts. And just then Derpy finally broke the silence as she said. "You should get them all together." The gray Pegasus suggested.

"Huh?" Lincoln questioned as he looked at his crossed eyed friend.

"Look, I may not know what happened. And other then Rainbow Dash I don't really know them all too much either, but I do know this. Those ponies are the best of friends. They've done so much for Equestria. Yes, they've had some problems but they've also worked this out and come together at the end, and this should be no different. And if they're not gonna come together themselves then Celestia damn it you gotta tell them to get off their flanks and make them meet up!" Derpy yelled in a surprising loud and stern tone that would remind one of a military officer.

Lincoln hummed in thought for a bit, taking in Derpy's advice as he scratched his chin. "I don't know Derpy doesn't that seem kinda-"

But Lincoln was cut off my Derpy grabbing his by his shirt and smacking him across the face and and holding him close enough that their eyes were only an inch apart. "I gave you an order mister! Now you go out and get them back together right now!"

"Ma'am yes ma'am!" Lincoln said practically on instinct and Derpy released his hold on him, letting him run out of the post office to meet back up with Spike at the library.

* * *

Back at the Library, Spike was simply reading a book and eating from a bowl filled with rubies. He'd been trying all day to think of ways to bring everypony together. So far he was coming up blank as he sighed and leaned his head back while dropping the book. "Come on Spike, think. There's gotta be a way."

Just then the door burst open leading Spike to scream and jump up in surprise as he saw Lincoln suddenly coming into the library. "Lincoln! Knock next time you scared the heck outta me! And shouldn't you still be at the post office?"

"Sorry, I will next time and Derpy let me out early." Lincoln answered both questions quickly in one sentence. "Spike, we've been thinking too hard about this! We can't just think! We gotta do! If they don't want to meet up together, then we'll make them meet up!"

Spike was taken aback by this and asked with uncertainty. "Are you sure that's a good idea? Everypony's a little tense right now." Spike said as the last thing he wanted to do was to end up making things worse.

"At this point Spike, we need to tell them to get off their flanks and meet up. They can't keep doing this forever." Lincoln told the dragon sternly, quoting what Derpy told him. "Look, everything might not be the same, but that's just how life works. Things change, for better or for worse. But to learn that no matter what, they need to stick together and get through these hardships. Just like they've been doing long before I showed up."

Spike was silent as he took all of Lincoln's words in. He was right. No matter what the issue, no matter the fights they've had, they've always come back together in the end. From facing Discord, to the Cantorlot wedding. "Ok, you're right!" Spike said as he tightened his fist with a determined look on his face. "Where do we start?"

Lincoln was about to speak up when…

"_Well this has certainly gotten interesting. Perhaps you two could use a little help_."

"What the? Who said that?" Lincoln asked as suddenly a strange male voice came into the room out of nowhere.

"Oh no…" Spike said as he put on an unamused expression as he knew exactly who it was.

"_Oh yes_!" the voice said again as suddenly the entire room went black. Lincoln and Spike watched as a few spotlights suddenly shone through the ceiling and showed the silhouette of a figured Lincoln didn't recognize.

"_**Ladies and gentlecolts coming to you from Golden Oaks Library, home to Twilight Sparkle and Ponyville's resident dragon and human…**_" The voice said, now sounding like he was speaking into a microphone. "_**It's the spirit of disharmony himself...DISCORD**_!"

Suddenly another spotlight shone right above the balck figure showing him to be a creature made up of various different animals parts. He had the head of a pony with yellow eyes with red pupils with one pupil being bigger than the other. He has a deer antler on the right of his head, and a blue goat horn on the left, one long fang, a snake tongue, a goat beard, and white bushy eyebrows. He has the right arm of a lion, the left claw of an eagle, the right leg of a lizard, and the left leg of a goat. In addition, he has a bat's right wing, a Pegasus' left wing, a horse's mane, and a dragon-like snake's tail with a white tail tuft.

He was also wearing a tuxedo. This was the Draconequus spirit of Chaos, Discord.

"Yes, that's what I just said." Discord said as he looked to the audience with a deadpan expression. Discord then snapped his fingers and the room turned back to normal without the spotlights and the tuxedo Discord was wearing disappearing as well. He then turned to Spike and Lincoln as he floated in the air in a way that made it look like he was sitting on a recliner. "So, what's this plan I'm hearing about?"

"What do you want Discord?" An irritated Spike asked with his arms crossed.

"So that's Discord?" Lincoln asked as he looked at the Draconequus with interest. He's heard about Discord, mainly from Twilight and Fluttershy, but he's never met him before.

"Why yes I am." Discord said as he suddenly appeared in front of Lincoln and took the humans hand and rapidly shook it. "And you must be the human I've head so much about. A pleasure to meet you, as I said with my grand entrance I am the Spirit of Chaos Discord. Here, take my card."

Discord then suddenly pulled out a business card from nowhere and handed it to Lincoln. Lincoln took the card and saw that it had a picture of Discord on it with the Chaos spirit wearing green slotted sunglasses, a cap that was turned backwards and giving a double thumbs up and on the card it said 'Spirit of Chaos' in a graffiti font.

"Uuuuh, thanks." Lincoln said slowly.

"Anytime kid." Discord said while patting Lincoln's head with his lion hand. He then floated up to Spike and asked. "So, what's this 'get together plan' I've heard."

"Why would you care about it?" Spike asked with irritation still in his voice.

Discord then put on an overdramatic hurt look as he put his eagle hand to his chest. "Well, excuse me for wanting to help." Discord said as Spike rolled his eyes at his acting. "Can't a reformed villain help out his oh so precious friends?"

Spike's face didn't change as Lincoln simply rose an eyebrow. Discord then gave them a blank look as he crossed his arms and landed on the floor. "Ya know, believe it or not I'm being serious."

This broke Spike out of his annoyed looked as he gained a confused look and asked. "Wait, really?"

Discord rolled his eyes before responding. "Yes. I may not have the best relationship with the rest of you, but I actually do care about Fluttershy and lately she's been so anti-social and quiet, even by her standards. It makes our talks rather...boring." Discord explained as Spike stared wide eyed as Lincoln simply nodded.

"Alright so you want in to get everyone, and most importantly Fluttershy, back to normal. That's it? No catch?" Lincoln asked as he looked at the spirit of chaos.

"Ding! Ding! Ding! We got a winner!" Discord said as he created a bell and rang it while talking in a gameshow host voice. "Really. Can't I do something from the kindness of my heart?" As Discord said this a halo appeared on his head.

Lincoln and Spike gave him a blank look in response.

Discord slumped down as the halo above him shattered. He crossed his arms and rolled his eyes as he said. "Fiiiiiiine. You caught me. I've been wanting to find somepony to go to one of Vinyl Scratches NightClubs with me. Fluttershy's a no go and I just can't go with myself again!"

Just then a second Discord appeared and walked up to the original Discord and said. "Oh, I spilled punch on you that one time and suddenly you're blamed for life!"

The original Discord grumbled at his clone before snapping his fingers and making the 2nd Discord disappear. He then looked to Lincoln and Spike and held his hand out. "Well? Do we have a deal?"

Lincoln and Spike looked to each other for a moment before they looked back with Lincoln take Discords hand into his own. "Alright Discord, you got a deal."

"Excellent!" Discord cheered as he shook hands with the human. "So, what's the plan."

"Easy, we talk to everyone and get them to meet up with each other, maybe at the center of town." Lincoln told the two as they nodded. "Discord, you handle Fluttershy and Pinkie, I'll handle Applejack and Rainbow, Spike you handle Rarity."

"Roger!" Spike said with a salute.

"I suppose it makes sense why I take those to." Discord said as Fluttershy certainly was the pony he would say he had an actual friendship with, and he and Pinkie Pie did share a love of humor and gags. "But what about Grumpy McSparkle? I doubt she'll come out of her room no matter what, even if we do get in there."

"Yeah...Twilight's a hard on." Lincoln said as he scratched his chin in thought. He and Spike had tried to get Twilight out of her room for an entire week and they only got angry responses to go away.

Spike scratched his chin in thought as well. Just then, after a moment, the dragon's eyes shot open as something came to him. "I got it!"

"Excellent!" Discord said...before pulling out a bazooka. "I'll blast down the door, you knock her out, and Lincoln can tie her up and drag her out."

"What?! No! Nothing like that!" Spike yelled while looking to Discord like he was crazy.

The Chaos God pouted as he made the bazooka disappear before pouting. "You're no fun."

Spike rolled his eyes as his heartbeat returned to normal. "Look, I may know somepony that Twilight will talk to. I'll write them a letter then go to Rarity, meanwhile you two go and take care of what you need to."

"Since when did the overgrown lizard take charge?" Discord said sarcastically as Spike sighed in irritation.

"Look, you wanna go clubbing or not?" Lincoln said to the spirit of chaos while pointing his thumb at the door. "Then let's go."

Discord rolled his eyes as he started floating out. "Oh, very well." Spike then watched as Discord and Lincoln left the Library, leaving the dragon by himself.

Once Spike was alone, he cracked his claws before going over to the desk and getting out a piece of paper as well as a quill and vile of ink and started writing a letter. "Just gotta hope she gets this quickly." He said as even though he could send a letter right to her with his fire, she was a very busy mare.

* * *

Lincoln saw the many trees in Sweet Apple Acre's get bigger as he got closer and closer to the apple farm. His first stop to get everypony back together. Lincoln went through the gate leading into the farm and was quickly met with a greeting.

"Oh, hey Lincoln." Lincoln looked down and saw Applebloom looking up at him.

Lincoln smiled and knelt down to the filly's level and said. "Hey Appleblooms, how's everything going?"

Applebloom frowned a bit and looked down and grinded her hoof into the dirt. "Not to well to be honest." Applebloom answered in a saddened tone. "Applejack's been really...tense lately, to say the least. She spends all day working and doesn't like being bothered, she's been really snappy."

Lincoln ruffled Appleblooms mane lightly and said. "Yeah, lots of things have been happening lately." He said in a calm tone before standing. "I'll go talk to her."

Applebloom gave a small smile to the human before he started to walk into the Apple Orchard. As Lincoln walked through the many apple trees he heard Applebloom call out to him. "Just be careful ya hear! I don't want Applejack to hurt ya if you annoy her!"

"Let her try." Lincoln muttered with the roll of his eyes.

Lincoln walked around the Apple Farm for about 15 minutes looking for where the orange mare would be. He knew she wouldn't be at the house or barn based on what he's heard about her strictly working on the fields out here.

Just as Lincoln was walking, he heard the sound of something hard hitting word followed by a feminine sounding grunt. 'Bingo.' Lincoln thought as he headed in the direction of the sound.

Once he was at the source, he found the mare he was looking for. He saw Applejack, with her body covered in dirt and sweat and her mane slightly dirty, fiercely bucking an apple tree so hard all the apples came falling down due to the single buck. Applejack breathed heavily as she collected the baskets the apples fell and putting them into the cart she had which was filled with other baskets filled to the brim with apples.

"Nice kick." Applejack heard a familiar voice behind her as she looked to see Lincoln leaning against a tree with his arms crossed. "You could probably give Kickin Hawk a run for his fun."

Applejack gave the Loud boy and unamused look. She was not in the mood to be bothered right now. "What?" She asked irritably.

Lincoln simply shrugged, not reacting to her obvious attitude and said. "I just wanted to see ya."

"Well, ya seen me." Applejack said before taking the apple filled cart and walking away. "Now you can go."

"Oh boy." Lincoln muttered as he rolls his eyes. This was gonna be harder than he thought. "Look, I was just making sure you were alright."

"Ah'm fine!" Applejack said louder and more annoyed than her last response, already tired of having to talk with the human. "Just let me work."

"You've been doing nothing but work for a week." Lincoln pointed out as he started to following after the mare. "Don't you think it's time for a break."

"Ah don't need a break!" Applejack yelled as she removed herself from the cart and grabbed her baskets and headed over to another tree. "I just need you to leave so I can do mah work in peace and quiet."

Lincoln sighed a bit irritably himself as he said. "Look, AJ. I get everything that happened and that he found out was a little...heavy and really groundbreaking…"

"A _little_?!" Applejack suddenly yelled as she gave the tree behind her a powerful buck. "Ya think that finding out our ruler is a selfish user that didn't give a buck abotu her own sister, that turned her back on Sunset after saving her life, and LIED TO EVERYPONY FOR OVER 1000 YEARS! IS! A! LITTLE! THING"

_SNAP!_

With every word Applejack yelled, she bucked the tree behind her as hard as she could until it eventually couldn't take it anymore and snapped in half before falling down.

When the tree fell down, they found the Big Mac was now right in front of the tree as it fell, barley missing get crush by the falling fruit tree. "Nnnope." Big Mac said before walking away backwards.

Applejack breathe heavily for a bit before her face fell as she looked to the ground before sitting down. Lincoln, while flinched a bit at the falling tree, went over to Applejack and saw next to her.

The two simply stayed there for a moment with everything being silent, until Applejack broke it as she spoke up quietly. "Did ya know it was Celestia herself that gave mah family this land?" Applejack told Lincoln in a saddened tone as Lincoln turned to her with a raised brow. "Ma family was used to just be a bunch of traveling seed sellers. But when they met Celestia, she gave us this land to plant our orchard, and that in turn allowed for the entire town of Ponyville to come to be."

Lincoln couldn't help but be impressed. He knew farms were an important part of both his and this world, but to be responsible for the start of a whole town was really something else.

But then he saw Applejack face frown even more as she continued. "But now...I can't help but wonder...if Ponyville hadn't been the place we all would live, if Ponyville wouldn't be home to the new Elements of Harmony...would Celestia had even cared? Did she actually care...or was it all just apart of her plan...did mah family even matter to her?"

Lincoln stayed quiet and let Applejack talk. He could get why Applejack was taking this so hard given everything she just revealed to him. Once AJ was done, Lincoln decided to speak up. "Well...it's impossible to know for sure. Even if we ask Celestia herself she could by lying or telling the truth. But there's one thing I do know…" Lincoln said, getting AJ's attention as she turned to him. "It's in the past. It happened. There's no changing it."

"Huh?" Applejack said, a bit taken aback by Lincoln's claims.

"I can't say I know what you're going through, but not counting the recent discoveries, would you say you're life is pretty good?" Lincoln asked as he looked Applejack in the eyes. Applejack looked down in thought as she thought about her life up until recently. While she certainly had some hiccups every now and then, she would honestly say her life had been great. Applejack nodded in response. "Well, there ya go. Instead of worrying about the past, or stressing about the future, why don't you take life one day at a time and enjoy the today?"

Applejack thought about Lincoln's words deeply. She was still upset. She probably always would be. But...he was right. What's happened in the past, happened. Regardless of reason. She should just be glad that it did happen. Afterall, she has her amazing family that she loves so much, the farm that she wouldn't trade for anything, loving friends...the best marefriend in Equestria. "Ah do really miss Rarity." Applejack said, voicing the last thing she listed.

"And I know she misses you." Lincoln said as he patted AJ's shoulder. After a few moments of silents, Lincoln got up and started walking away. "Two hours. The center of town, if you wanna meet up with everyone, we'll be there."

Applejack simply watched the Loud boy walk off, and leave her alone with her thoughts.

* * *

Fluttershy was going about her daily routine. She was wearing a saddle bag that was stuffed with food for all the critters she took care of. She didn't seem any different but the trained eye could see that she was acting more reserved than usual. Even shyer than how Fluttershy was.

She would admit that she felt...betrayed and even used. Just about how everypony in the Mane 6 for the past week. So while she might not be doing as bad as the others, she was still taking this hard.

But as Fluttershy was walking to another part of her property, suddenly one of the flowers on the field gained a familiar yellow eye with a red iris and started following Fluttershy.

Fluttershy's eyes widened at the feeling of being watched and looked to where the flower was, only to see the flower that was supposedly watching her facing the opposite direction. Fluttershy slowly turned her head back, and as she did that the flower faced her again and watched her.

Fluttershy quickly turned her head back again but the flower was once again facing the opposite direction. She did this a few times to test and make sure that the flower wasn't somehow watching her. After the 8th time, she turned back around and rubbed her head with her hoof. "I gotta get out of the heat." Fluttershy said as he started walking away.

As she walked away, the flower faced her again and this time the eye started to coming out of the flower along of what appeared to be the rest of Discord. The Chaos Spirit tip toed being Fluttershy and waited for her to stop. Once she did, Discord made a megaphone appeared and opened his mouth wide, preparing to shout into it…

Only to discard the device and lean next to Fluttershy's ear and whispered. "Hello."

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEHHH!" Fluttershy squealed in fright as she jumped up and dropped her saddle bags and all the food containing them. Once she landed, she put her hooves to her chest to try and slow her heartbeat as she looked to Discord and said. "Discord. Don't scare me like that."

"Oh I'm sorry my dear Fluttershy." Discord said with his usual tone and smile. "I just wanted to know how you were doing."

Fluttershy got up and dusted herself off before her shyer than usual behavior returned as she hid most of her face behind her pink mane and said. ""I'm...um...doing ok...I guess."

Discord slumped and frowned at hearing the Pegasus's tone and behavior. At this point Discord has had enough of this and decided to put his foot down. "Ok, I'm just gonna get to the point and say this." Discord said to the audience before looking to Fluttershy and saying. "Get. Over. It."

Fluttershy flinched a bit at Discords words and tone and said. "H-huh…"

"Lately, you've been depressed, shyer than usual since that's apparently possible, quieter once again more than usual, you never go to town, never participate in our talks, and overall have become a huge bummer." Discord listed out on his eagle claw with another claw being added in when he ran out of claws to list things on.

"I...I know…" Fluttershy said extremely meekly as she looked down. "Everything's just been so...so…"

"Changed? Different? Harder? Not exactly going your way?" Discord finished for her as Fluttershy flinched again, but nodded nonetheless. "Well _tough_! News flash, life doesn't always go your way."

Fluttershy blushed in embarrassment as she said. "I…I know…but…"

"No, you don't know." Discord interrupted as he snapped his fingers sassily at her. "Otherwise you wouldn't be acting like this. Look, I may be new to this whole 'Magic of Friendship' thing but I do know this. Life isn't perfect. Life isn't always going to go your way. I'm the perfect example of this, once I had Equestria running exactly how I wanted it, and then I got turned to stone for 1000 years. And then I was freed, then turned to stone _again!_"

"Um…well…you were kinda…terracing Equestria in endless chaos…" Fluttershy mumbled while adverting her gaze.

"Not important!" Discord immediately waved off. "What is important is that, yeah, you found out Sunbutt isn't all she appears to be. But why should _you_ care. Hardly any of that affects you directly. Look back at the past week, other than your friends' attitude would you say anything's actually changed?"

Fluttershy opened her mouth to talk…but couldn't find the words. Discord…was right. Nothing really changed in terms of the world around them. She still had her animals. She still had her friends, even if she hasn't seen them in the past week. Really, the only thing that changed was them.

Yeah, her view of Celestia has changed, but why should that change _her_. She was still Fluttershy. The meek, shy, Pegasus with a kind heart. She loved her animals. And she loved her friends. Yeah, things may have changed a little bit, but when looking at the big picture, specifically her own life, the only reason things have change the way they have the past week is because she and her friends chose to change.

And she could make the choice to try and get things back to normal.

"I think you finally get it now." Discord said with a small smirk.

"Wha-huh?" Fluttershy questioned as Discord snapped her out of her thoughts.

"Well, I think it's time you get back out there." Discord said while shooing his hands towards the path that led to Ponyville. "In two hours the rest of your little 'Mane 6' group will meet up there. Are you going to go there or not?"

Fluttershy thought about it more a few moments before lifting her head up and putting on her best 'brave face' and nodded. "I will!"

"Excellent!" Discord said while clapping his hands. "Better finish up quickly so you won't be late."

Fluttershy's eyes widened as she looked at all the food she spilled and quickly scooped it back up into her saddle bag. "Oh my goodness! You're right!" Fluttershy said as she went to quickly feed her other animal friends.

Once she was gone, Discord let out a sigh before turning to the audience. "Well, I must say that went better then I thought it would." He said before snapping his fingers making a black chair with his name in white letters on the back of it and sat down in said chair before making a script appear in his hands. "I suppose the author did a good job on the script. Seems a little out of character for me but other then that I gave it two thumbs up!"

Discord then snapped the chair and script away before creating a trailer behind him. "Well, I'll be in my trailer until my next scene. Tata!" The chaos spirit said before going inside the fancy looking trailer.

* * *

Rarity was currently inside her Carousel Boutique at work on a dress. Rarity was…trying to act like things were normal, but it was obvious to see finding out everything about Celestia took it's toll on the fashionista.

The cloths she had in display, while still nice, didn't meet her usual standards. Her shop was open for less time then it usually was. And the bags under her eyes showed a lack of sleep. She really was doing her best to but on a smile on work, but one could tell the smile was fake and that she was practically forcing herself to work.

As Rarity was at her sewing machine, she heard the bell ring that signaled somepony entering her shop and her head lifted up on instinct at hearing the sound. "O-Oh! Coming Darling!" Rarity yelled as she turned off her sewing machine.

She sighed afterwards; she wouldn't turn away a costumer, but she wasn't exactly in the mood to deal with other ponies right now. She walked out to the entrance of her shop and said. "Hello, welcome to the Carousel Boutique, how may I-Oh Spike! I wasn't expecting to see you darling."

Sure enough, the one entering Rarity's boutique wasn't a pony, but her good dragon friend Spike. Spike closed the door behind him as he looked to Rarity and said. "Hey Rarity," He greeted with a wave as he stepped forward. "So, uh, are you doing ok?"

Rarity quickly put on the best smile she could and said. "Oh, I'm doing just fine darling! No need to worry!" Rarity said in an all to happy tone.

Spike frowned in response. He wasn't buying what Rarity said at all. That smile and tone was obviously fake. Spike then rubbed his head as he said. "Look, Rarity, I know things haven't been easy the last week but-"

"I said, I'm _fine _darling." Rarity said through her teeth while struggling to keep her smile. "Look, I thank you for checking on me, but I need to get back to work."

Spike watched as Rarity started to turn around and leave, but he wasn't about to give up just yet. The dragon took a deep breath as he said. "Rarity, we need to talk."

Rarity and took a deep breath herself and said. "No. We don't."

"Yes, we do!" Spike persisted as he stepped forward to Rarity. "I'm worried about you. Lincoln's worried about you. And I'm sure all your friends are worried about you. And I know you're worried about them."

Rarity completely stopped as she looked down towards the ground and frown. "Yes…I am." She answered quietly. She sat down as Spike slowly approached the white unicorn and sat down next to her. "It's just…everything that's happened…it's so much to take in."

"…Yeah…I know the feeling." Spike answered quietly with an understanding nod. "I used to think of Celestia as practically a second mother. When Twilight couldn't look after me when I was a baby, it was Celestia herself that looked after me. But after learning what she did to Sunset…and after promising her to."

Rarity nodded in response. Everypony in their friend group was taking what Celestia did to Sunset as well as everything else they found out about her hard and it really gave them a different perspective on the mare that they used to look up to and ruled the entire land. "I used to think Celestia was absolutely perfect." Rarity began as Spike looked to her. "I thought she was a Goddess that couldn't do anything wrong or do could do any wrong. But now I've found out that she lied to all of Equestria for centuries, neglected her own sister, and after saving Sunset's life and giving her a home and practically becoming her mother…just abandoned her and threw her away like trash. It was like everything I knew shattered before my very eyes."

"You're not the only one who feels like that." Spike said in response as Rarity looked towards her. "Twilights been taking this really hard to. She hasn't come out of her room the entire week."

Rarity then looked at Spike with a concerned look and said. "She hasn't left her room at all?"

Spike shook his head in response. "No. And every time me and Lincoln try to talk to her, she always yells at us to go away. She even cast a force field around her room so we couldn't get in."

"Oh dear…" Rarity muttered with a lowered head. She assumed her friends were taking things hard to, but to hear Twilight has pretty much completely shut everypony out...

"Applejacks also been taking this hard to." Spike suddenly said, making Rarity freeze at the mention of her marefriend. "And I'm sure she misses you to. I know I would." Spike whispered the last part so Rarity couldn't hear. He's accepted the fact that Rarity and Applejack are in a serious relationship, but its hard for one to get over a crush.

"…I miss her to." Rarity said sadly as he sniffled a little bit. She's missed Applejack horrible. She wanted to see her to bad but her head was always telling her that it would be best to give her and everypony else their space. But she missed Applejack and everypony else so much.

"Then go see her." Spike said as he looked Rarity right in the eye. Spike then got up and looked down himself. "I know things are hard now. But we need to pull through. We pulled through against Discord despite him tearing us all apart. We pulled through during the Cantorlot Wedding despite how we treated Twilight when she was right all along. And we can pull through again! And theirs not even a villain to fight this time!"

Rarity continued looking down as he took a deep breath. As she stayed silent, Spike sighed and spoke up again. "Look, everypony else is gonna meet at the center of town in 2 hours. I'm sure they'd all love to see you."

Rarity then watched as the dragon turned around and left her place of business. Rarity herself looked in the mirror nearby and said to herself. "Well…I better make myself presentable."

* * *

Rainbow Dash was in a similar state to after XLR8 beat her at a race. Only instead of practicing her speed, she was working non-stop on her aerial tricks and maneuvers, trying to do what she can to get her mind off everything that's happened.

She just got done doing a fast aileron roll around a group of clouds that made her look like a small blue tornado. When she stopped to catch her breath, she heard a voice behind her. "Hey, that was pretty cool." Rainbow looked behind her to see Lincoln in his Pegasus form Jetwing flying behind her.

Rainbow Dash gave Jetwing a flat look as she said. "What is it?" in an annoyed tone.

"I just wanna talk to you." Jetwing answered her simply.

"Well, I'm busy right now." Rainbow Dash said as she turned around.

"Applejack said the same thing but that didn't stop me Dashie." Jetwing said in response as he started flying closer to the rainbow maned Pegasus.

Rainbow Dash grunted in irritation as she started flying away. "Look, if this is about all the stuff recently, then I really don't want to talk about it." Rainbow Dash stated as she rather not talk about any of the stuff that's happened recently.

"Look Rainbow, the others are taking it just has badly as you are." Jetwing said as he flew right behind Rainbow. "I promise it'll be a lot better if you talk about it."

"That's there to talk about?" Rainbow Dash said with the roll of her eyes. "That Celestia turned out to be somepony who will through another pony under the train if it meant things going her way." After saying this, Rainbow Dash harshly punched a nearby cloud with her hoof causing it to break apart.

"Loyalty's really important to ya huh?" Jetwing asked as both he and Rainbow simply hovered in place.

"Well duh!" Rainbow Dash said with an eye roll. "Element of Loyalty right here!"

Jetwing looked down in thought, trying to think of what to say next that will cause Rainbow to open up. And then he thought of something, it may have been a little harsh, but drastic times call for drastic measures. "Well…you're not exactly being loyal to your friends right now are you?"

Rainbow Dash's eyes widened as she turned to Jetwing and glared. "And what's _that _supposed to mean?!"

"Well, you aren't exactly the only one that's taking this pretty hard ya know." Jetwing said firmly, looking Rainbow right in the eye. "Rarity, Applejack, Pinkie Pie, Fluttershy, and especially Twilight, their all taking this pretty hard to. And right now a few of them really could use a friend to help and talk to them, and yet here you are, doing nothing and flat out trying to deny anything happened."

Rainbow Dash…couldn't really deny. This whole time she had been neglecting her friends and focusing on her tricks and she would admit she wished she could forget about everything that's happened. Just for things to be ok, and to go back to normal.

Rainbow slumped down as she started to lower herself to the ground. "Well…what should I do."

"If I were you, accept it and just try to live your life." Jetwing suggested as Rainbow looked to him. "You think it was easy for me when I got an alien device on my wrist. I'll be honest, there was actually a time where I tried to run away from my family because I thought it was the best way to keep them safe. And there were times where I wished I never got the Omnitrix, I still get them now and then. But ignoring or running away from your problems won't solve them. If anything, it'll make things worse."

"…So, what should I do?" Rainbow Dash asked Jetwing with a frown.

"Well, first off, you should just accept the way things are." Jetwing told Rainbow Dash with a firm nod. "Yeah, I'll admit, it sucks. But with friends and family helping you at, well, everything will be ok in the end."

Rainbow Dash took a deep breath and looked Lincoln in the eye. "Yeah…yeah I guess you right. I'm a big mare, and I should be able to take any problem thrown at me."

Jetwing nodded in approval and smiled. "Now you're talking." He then turned around and looked back at the blue Pegasus. "Less then two hours, everyone will be at the center of town to meet. Don't be late."

And with that, Jetwing flew away, leaving Rainbow Dash by herself again. This time, Rainbow Dash was sure to arrive on time…on purpose.

* * *

"Thank you for shopping at the Sugarcube Corner. Come again." Pinkie said after selling a Pegasus stallion a box of cupcakes. However, her voice lacked the normal peppy enthusiasm. Her mane was slightly deflated, lacking most of its puffiness and cotton candy resemblance.

Pinkie watched as the Pegasus left and proceeded to walk into the kitchen to bake some more. Since today wasn't really to busy, the Cakes have taken their kids for a family day out, leaving Pinkie in charge of the shop.

When Pinkie walked in, she stopped when she saw a giant three-layered cake in the middle of the kitchen covered in blue and white frosting. Pinkie tilted her head as she stared at the cake that definitely wasn't there before. "What the?" Pinkie asked as she approached the cake.

But right as she approached it, suddenly the cake exploded, covering Pinkie and the rest of the room in cake and frosting. Pinkie wiped the frost from her eyes to see it was Discord that was inside the cake holding two sparklers. "Spring break 2019! Woohoo!" Discord cheered as he made a noise maker appear in his mouth and blew into it.

Pinkie gave an unamused look, very surprising coming from her, and wiped the rest of the frosting from her face and said. "What is it Discord?"

Discord spat out his noisemaker and gave Pinkie a smile. "Come now, not even a giggle? Just trying to have a little fun here." The spirit of chaos said casually.

"I'm not in the food." Pinkie said irritably as she got the frosting off her hooves.

Discord rolled his eyes in response and said. "Spoiler sport." He then snapped his fingers and made all the cake and frosting in the room disappear.

"What do you want Discord?" Pinkie Pie asked, just wanting to get to the point.

"What? Can't a chaos god visit his favorite Element of Harmony?" Discord asked in an innocent tone.

"I'm not Fluttershy." Pinkie said bluntly.

"I'm talking about laughter my dear pink pony." Discord said as he booped Pinkie's muzzle. "I figured we could have a bit of a 'chuckle party' since I know how much you love chuckling and love partying."

Pinkie simply mumbled and a volume to where Discord didn't hear. The chaos spirit then watched as Pinkie simply turned around and started walking away. Discord turned around himself as he said. "Well, I guess that means you're not interested in meeting up with your friends later." Discord said as he smirked when he noticed Pinkie stop.

"What?" The pink pony asked as she slightly turned her head.

"Mm-hmm." Discord hummed with a nodded, not facing Pinkie. "Applejack, Fluttershy, Rarity, and Rainbow Dash all agreed to finally snap out of their little funk and meet up in less than two hours at the center of town."

"…Really?" Pinkie asked with a hopeful glint in her eyes. She then counted the friends Discord listed and noticed once missing. "What about Twilight?"

"Oh, she's being a tough nut to crack but Spike said he's knows somepony that should be able to get to her." Discord said quickly, just wanting to get to what he has planned for Pinkie as fast as possible. "But your other four friends will be there. And think of how sad they'll be when they see their favorite Pinkie Pie isn't there."

"I don't want them to be sad." Pinkie said as Discord floated over to her and started patting her head.

"Think of upset they'll be when they've all come together and you missing out." Discord continued as he put on a sad and sympathetic face.

"I don't want them to be upset…and I don't wanna be left out." Pinkie said as her voice got a little louder.

"They'll be like 'Where's Pinkie Pie. Where's our precious Pinkie Pie. Who will make us laugh and smile? Oh we miss Pinkie Pie so much!' It brings me to tears just thinking about it." Discord continued as he reached into Pinkie mane and pulled out a tissue and blew into it.

"Ooooh! I don't want them to miss me!" Pinkie Pie said as she rose her head. "Don't worry everypony! Your aunt Pinkie Pie's coming for ya!"

"That's the spirit!" Discord said as he dropped the sad act and flew in front of Pinkie and said. "And don't worry about the shop, I'll cover for you! I happened to bake one mean cookie!"

Discord then snapped his fingers and created a cookie with an angry face on it. "What are you looking at?" The cookie asked rudely before Discord tossed it in his mouth and happily ate the magically created treat.

"Thanks Discord!" Pinkie said quickly before running out of the bakery.

Discord smirked as the pink pony left before turning to the audience and said. "Well, that was easier than I thought. Didn't even have to bring out the chicken canon." The chaos spirit said as he created a recliner and sat down in it. "Now let's see what happens next shall we?"

* * *

The center of Ponyville was where the towns capital was. The workplace of Mayor Mare, the…mayor of Ponyville. And it was at this location where 5 mares arrived at the same time to meet up with each other.

Pinkie Pie, Fluttershy, Applejack, Rarity, and Rainbow Dash and looked at each other in silence as they all took time to simply take in the appearance of the friends they haven't seen in a week. Just then they all gave small smiles to each other as they started to walk towards each other and then got together in a big group hug.

"I've miss y'all!"

"It's so good to see you all again."

"I can't tell you how good it is to see you darlings."

"I'm sorry I haven't been there for all of you."

"Please don't be sad! I'm here! We're all here!"

After they all hugged and made their greetings, they back up a bit. At least most of them. Applejack and Rarity were right in front of each other and giving each other warms smiles. Just then the two embraced each other in a tight warm hug.

"Ave missed ya so much sugarcube." Applejack said to her marefriend sweetly as she stroked Rarity mane.

"Let's never be apart again!" Rarity said loudly as she held onto the farmpony tightly. She never wanted to not see Applejack for that long again.

"Aaaaaw." Fluttershy and Pinkie said as they watched the two share a loving kiss. Even Rainbow Dash couldn't help but smile a bit at it, but she'd deny it if anypony called her out on it.

Once the two finally separate, Fluttershy was the first to speak up as she told everypony. "Look everypony, I know everything seems…different now, but we can't let what's happened affect our friendship. Things may change, and they may get hard…but we should stick together. No matter what."

"Yeah! We've been through worse than this." Rainbow Dash said as she stepped up. "I'm sorry I wasn't there to help you guys out. I was taking this hard to, and I was just trying to avoid the problem. But now, I promise to be here whenever you girls need me."

"That's mighty kind of ya Dash." Applejack said as she held Rarity with one hoof tightly. "Look, ah know we found out Celestia is…to put it lightly…a manipulative lyin abandoner. But we can't change what's happen. We just have to focus on today and work for a better tomorrow."

"I couldn't agree more darling." Rarity said as she leaned into her marefriend. "Things may be different then we thought, but we can't let it drag us down. We've been through thick and thin and always came together. This should be no different."

"Yeah! I just want us all to be happy!" Pinkie Pie said as she looked to Everypony. "Despite everything, we've always been able to come together and smile at the end! I just want us to keep being friends! I don't want anything to split us apart!"

"And nothing will." Applejack said firmly. "Let's make a promise right here. Right now. No matter what, we'll always be friends. We'll always be together and never be apart. Nothing will split us apart."

Applejack held her hoof out after she spoke. The others didn't even need to think twice as they all put their hooves together and said. "I promise!" All in unison.

They all smiled to each other as they all got together in another group hug. They stayed like that for a few minutes before they separated.

However, it was then that they all gained worried looks as Rarity said. "I'm really worried about Twilight though. She hasn't left her room in a week."

"She must really be taking this hard." Fluttershy said with a lowered head. Considering what Celestia met to Twilight, she can only imagine how hurt the ex-princess must be feeling right now.

"Well then what are we just standing here for?!" Rainbow Dash suddenly said as everypony looked to her. "Let's go to her!"

"Yeah!" Pinkie said as suddenly her hair puffed up. Regaining the properties it usually has. "We gotta cheer her up!"

"Alright y'all. Let's go!" Applejack said before they all took off towards Golden Oaks Library.

* * *

Currently at the Golden Oaks library, Lincoln and Spike were there simply waiting. They, along with Discord's help, managed to get the Mane 6 aside from Twilight together. Currently Spike was pacing back and fourth nervously in the center of the room while Lincoln was leaning against the wall with his head down. "Do you think we should be there with them?" Spike asked as he finally stopped pacing around.

Lincoln shook his head in response. "They gotta be able to talk to each other on their own. They can't just rely on us to help break the ice; this is something they need to do themselves."

Spike sighed but nodded his head. "Yeah I guess you're right." The dragon agreed quietly. He then looked upstairs with a worried look and said. "I'm really worried about Twilight. We still can't get her to leave her room."

"Yeah, I'm worried to." Lincoln agreed as he looked up. He then remembered what Spike said earlier that day and looked to the dragon. "Didn't you say you knew someone that might be able to help her and wrote them a letter?"

Spike nodded as he looked to Lincoln. "Yeah. But she's pretty bust most of the time. So even if I can send letters instantly to her, theirs no telling when she'll read it and when she can find time to-"

_Knock! Knock! Knock!_

Spike stopped talking as he and Lincoln looked to the door of the library after hearing somepony knocking on it. The human and dragon looked at each other before looking to the door with Spike walking towards it. "Uh, coming!" Spike yelled as he went to the door.

When Spike opened the door, he silently gasped at who he saw. "Woah! Yo-You're here! S-Sorry I didn't expect you to be here so soon. Twilight's upstairs in her room, but first we should probably tell you what's going on first."

A half hour later, Twilight Sparkle herself could be seen in her room, in the same position she's been in for a week. The windows were all covered completely, letting no light into the room. Twilight herself was sitting in a chair in the middle of the room wearing a light purple bathrobe with a tub of ice cream in her lap and a spoon in her magical grip.

Her eyes were red and puffy, and she had tear stains on her muzzle. She was certainly taking everything she's learned about Celestia hard. Harder than probably all her friends. Celestia was the pony Twilight learned under and looked up to her entire life. When she was a filly it was always her dream to go to Celestia's School for Gifted Unicorns and learn under the solar princess herself.

She would even say she thought of Celestia as a second mother.

But now, she felt nothing but massive amounts of guilt for thinking that.

Sunset Shimmer. She had absolutely nothing for her life until Celestia saved her and took her in. Celestia practically became the mother Sunset Shimmer never had. But Twilight, she had a loving family. She had a mother, a father, and an older brother.

And when she showed up and become Celestia's student, she practically took away everything Sunset Shimmer had, despite her already having Sunset wished she had. She took all of Celestia time and attention, she took Cadence when the love Princess started to foal sit her, and she even took her friends in Moondancer and the rest of her Cantorlot group, despite the fact that Twilight could hardly call them friends as she spent pretty much all her time and her studies and hardly actually paid attention to, much less hang out, with them.

Then there was the fact that Celestia and Luna had lied to everypony about moving the sun and moon, when all they truly do is rotate the planet.

And finally, there was the realization of Celestia neglecting her own little sister 1000 years ago. Lincoln was right, if she had just emotionally supported Luna then Nightmare Moon wouldn't have happened. And then there was Celestia banishing her to the moon for 1000 years. Despite Luna describing it, she couldn't imagine how torturous that would be for anypony.

Just learning everything shattered her entire world view. Twilight practically ruined another pony's life, her faith and trust in Celestia were completely destroyed, and she had no idea what to do with her own life now.

When she became a princess, she was incredibly excited, but also incredibly nervous of the potential responsibilities the title would have. But after everything that's happened, she wanted _nothing _to do with being part of royalty.

She was just completely stuck.

Outside of Twilight's door, Lincoln and the pony Spike let in were standing in front of the entrance to Twilight's room. "Hold on, let me take care of the shield she put up real quick." Lincoln said as he activated the Ultimatrix and turned into…

"**Chromostone**!" The transformed Loud boy announced as he put his hand forward. The pink crystal hand was met with a pink force field around the bedroom, but using his powers, the magic energy around the room was getting absorbed right into Chromostone's body.

"Alright, you're good." Chromostone said as he finished absorbing the energy from Twilight's force field.

Back inside Twilight's room, the purple Alicorn scooped another spoon full of chocolate ice cream into her mouth as she heard her door open. Took a heavy breath as she talked with her mouth full. "Lincoln, Spike, I don't know how one of you got in here, but I keep telling you two I want to be _alone _so just go away!"

"That's no way to talk to your mother young mare."

Twilight's eyes widened as she nearly choked on her ice cream at hearing the soft, calm familiar voice. Twilight turned around to see a Unicorn Mare looking at her with a worried look. The unicorn had light gray fur and horn, a purple and white stripped mane and tail, blue eyes, and a Cutie Mark consisting of three purple stars.

This was Twilight Velvet…mother to Twilight Sparkle.

"M-Mom?!" Twilight shouted in surprise as she swallowed her ice cream.

"Hello sweetie." Velvet greeted her daughter with a motherly smile as she stepped closer to her daughter. "Are you doing ok?"

Twilight didn't response. The purple Alicorn simply looked down and frowned and sniffled a bit. "Please mom…go away…" Twilight said in a weak broken tone.

Velvet frowned at her daughters' tone and words. It felt like a stab in the heart to see her baby girl in such a state. "Twilight…please. Look at me." Velvet persisted as she stepped forward towards the chair Twilight had been sitting in the past week.

"…I'm guessing Spike asked you to come." Twilight asked quietly as she already assumed it was Spike that sent her mother a letter, asking her to come here and talk to her.

"Yes, he did." Velvet confirmed as she now stood right in front of her daughter. Velvet then used her magic to grab the ice cream and spoon away from her daughter and put them on the nearby desk. "He and you're, um, friend Lincoln also told me everything that's going on." Velvet then looked her daughter right in her red puffy eyes and said. "Sweetie…I'm so sorry."

It was then that Twilight broke down. The Alicorn lowered her head and started quietly sobbing. More tears went down her eyes as she started trembling. Velvet's motherly instincts quickly took control as she lifted her daughter up with her magic and sat down where Twilight as previously sitting and set her daughter back down on her lap and hugged the purple Alicorn Twilight.

Twilight buried her head into her mother's chest as Velvet ran her hoof through her daughters' man gently. "That's it. Let it all out. Mommy's here. Mommy's here." Velvet reassure her daughter, letting the Alicorn cry into her as much as needed.

That's the way they stayed for around 15 minutes before Twilight finally ran out of tears. Once she stopped crying, Velvet used her hoof to raise up her daughter's head so they can look each other in the eyes. "Feel better?" Velvet asked quietly.

Twilight shook her head in responses as she leaned more into her mothers embrace and said in a trembling tone. "I just…I just feel like I've been used my whole life. That Celestia didn't even care about me. That I was only a pawn to her."

Velvet nodded in understanding as she kept stroking Twilight's mane. "I'm so sorry sweetie. I just can't believe Celestia herself did something so…_awful_." Velvet said as due to Spike and Lincoln explaining the situation to her, she knew everything that happened. And she was shocked to say the least to learn everything her ruler had down.

"I just…I feel like I've wasted my entire life." Twilight said in a broken tone as she started sobbing quietly despite her eyes being out of tears.

"Hey, hey, hey, you did _not _just waste your life." Velvet told her daughter in a gentle yet stern tone as she moved Twilight's head to meet her eyes. "Celestia may not be the mare we thought she was, but you still learned so much about magic. There's a lot you can do with that. Potion making, magical teacher and tutor, even creating and writing your own spells. And that's not even a fraction of all the stuff your capable of. You're so talented. Don't think learning everything you did was a waste."

Twilight sniffled a bit and said. "But-"

"Look, even after I got my Cutie Mark, it took me forever to find out what my true passion in life was." Velvet explained to her daughter further. "It wasn't until I was a young adult that I found what I really wanted to be was a writer."

"I read about you renouncing your title as a Princess. And that's ok. If you don't wanna be a Princess, that's ok, that's ok. Nopony can tell you what you want to do with your life except you. You're free to do whatever you want in your life." Velvet told her daughter as Twilight took in her mother's words.

Twilight looked up a bit and wiped her eyes with a hoof and for the first time in a week, gave a small smile. Your…your right. Nopony can tell me what to do. As a Princess…I probably would have had all these expectations on me. But…now I'm free to do what I want! Nopony can tell me what I can and can't do! I'm totally free!"

"Hey, there ya go!" Velvet compliment as she rubbed her daughters back. "That's the daughter I know and love."

However, the smile Twilight had only lasted so long as another thing came to her mind as she looked down and frown. "But still…Sunset Shimmer…I ruined her life mom." Twilight berated herself as she started sniffling again. "She had nothing until Celestia…and I had all of you my whole life. And then I came in and took everything away from here. It's all my fault!"

"Hey, it is _not _your fault." Velvet told her daughter in a firm tone. "If anypony's to blame, it's Celestia. She took in Sunset and the second she didn't meet her expectations; she threw her away. She promised to always be there for Sunset and broke it. You didn't and couldn't have known and I know you would never do anything like that on purpose."

Twilight sniffled again and said. "Still…I'm really worried about her." Twilight said quietly. "I can only imagine how she's doing now. And the mirror that leads to the world she's in only opens every 30 moons."

Velvet was silent for a few seconds before she said. "Well…why don't you do something about that." Twilight looked to her mother when she said that as Velvet continued. "It's like I said sweetie, you're one of the most gifted, and most talented ponies in Equestria. And I bet if anypony can open that mirror back up somehow, it's you."

Twilight didn't say anything in response as Velvet spoke up again. "You wanna see her again, don't you?"

Twilight nodded in response. "I do." She wanted to see Sunset Shimmer so badly. She wanted to tell her that she was sorry for everything. She wanted to see if Sunset was doing ok after the events of the Fall Formel. She just…she just wanted to see her again.

"Then I think I know your next project." Velvet said with a small smile as she patted her daughters head.

Twilight was silent for a moment, but then took a deep breath and nodded. "Ok…Ok I'll do it! I'm gonna get that mirror working again somehow!" Twilight said determinedly.

"That's my girl." Velvet complimented with a smile.

Twilight then looked to her mother with a smile and pulled her into a soft embrace. "Thanks mom." Twilight said quietly as Velvet happily returned the hug.

"Anytime sweetie." Velvet told her daughter as she rubbed the Alicorns back. The two then pulled away a bit as Velvet said. "Now why don't you take off that robe and come downstairs. You've been in here for far too long."

Twilight looked down and gave a small nod. "Ok." She said quietly as both her and her mother left the chair they were sitting in. Twilight then used her magic to take off her bath robe as well as teleporting the ice cream she had back to the freezer.

Velvet then led her daughter out of her room for the first time in a week. Twilight winced a first at the lighted that hit her when she opened the door, but she was able to adjust after a few moments and she and her mother went downstairs.

And when she went down to the library portion of her home, she was met with the sight of Spike, Lincoln, Fluttershy, Applejack, Rarity, and Rainbow Dash all looking at her with smiles.

All of them simply looked at Twilight for a few moments before they all went over to her and gave her a big group hug. They all voiced how much they missed her and how good it was to see her again. Twilight simply smiled and leaned into the hug and took in their words.

After a few moments, they all pulled away from each other as Twilight looked to them with a grateful expression. "Thank you so much everypony. I'm sorry I've been so isolated the past week."

"You don't need to apologize sugarcube." Applejack said as she walked up to Twilight. "We can only imagine how you took everything."

"We weren't doing to good ourselves." Rarity added as she stepped forward. "But…we need to be able to stick together."

"No matter what." Rainbow Dash said as she flew forward. "From now on, we promised to always be together and there for each other."

"And to never let anything tear us apart." Fluttershy finished as she and the rest of the ponies in front of Twilight pointed their hooves forward. "Are you in?"

Twilight didn't even think twice. She put her hoof together with everypony elses and said. "Of course."

"Alright!" Pinkie Pie cheered as she jumped up into the air. "The Mane 6 back and together till the end of time!"

Everypony nodded and smiled at Pinkie's words before Spike came up to Twilight and gave her a hug. "Good to have you back Twilight." Spike said, happier than ever to have Twilight coming back to her usual self again.

"Thanks Spike." Twilight said as she pulled Spike into the hug.

It lasted a few moments before Twilight and Spike pulled away and the former looked to Lincoln with a determined look and said. "Lincoln…I was wondering…I wanna get that mirror portal working. As soon as possible. Will you help me?"

Lincoln smirked as he gave her a nod and thumbs up. "You even need to ask?" Lincoln said as he already promised to try and get that mirror working again.

Twilight gave Lincoln a thankful smile before her mother spoke up again. "Well, I'm glad everypony's getting together again." Velvet said as she looked to everypony in the room with a smile before looking to her daughter. "Do you need me to stay for a bit, or do you think you'll be ok now?"

Twilight looked to her mother with a soft smile and said. "I think…I think I'll be ok so long as I got my friends with me." Twilight said as she looked to her friends.

"Alright sweetie, if you say so. But if you need me for anything don't be afraid to send me a letter." Velvet as she and her daughter hugged one more time.

"I will. Thanks mom." Twilight said as the mother and daughter separated. Velvet then said her goodbye's to everypony before she exited the home of her daughter.

"So, what do you all wanna do know?" Rainbow Dash said as she was hoping to do something now that they're all together again.

"_I have an idea!"_

Everypony's eyes widened when they heard the voice and before they could response, suddenly Discord appeared right above everypony wearing sunglasses and headphones.

"Hey, I thought you were watching the Sugarcube Corner!" Pinkie said as she narrowed her eyes at the Chaos Spirit.

Discord simply waved her off and said. "Relax, nothing ever happens off screen." Discord said as everypony but Pinkie and Lincoln gave him a confused look. "Anyway, just checking to see that everything worked out and it seems it did."

"Wait, Discord, how did you know about everything that's happened?" Twilight asked while giving the chaos spirit a raised brow.

"Oh, I just read the last few chapters of the story." Discord said as he snapped his fingers and made a laptop appear in front of him. "I must say there was some serious drama going down. And I'll admit I was rather a fan of that form Twilight took when going through the mirror."

Discord then snapped his fingers again making the laptop disappear and doing something to Twilight. Twilight felt everything in the room get small for some reason and everypony around her gasped as she looked over herself and saw that Discord had turned her into her human from she took when going through the crystal mirror.

"Woah nelly…" Applejack said quietly as she and everypony else looked over Twilight human form.

Twilight herself gave an unamused look to Discord and as she crossed her arms and said. "Ok, very funny. Now change me back."

Discord rolled his eyes and he got ready to snap his fingers. "Oh very well. You're never any fun." Discord then snapped his fingers and change Twilight back to an Alicorn.

He then clapped his hands and got to the point of yeah he really was here. "Anyway, I heard that you were all looking for something to do together. Well me and my good ole pal Linc here are heading to Vinyls nightclub tonight. Perhaps the rest of you would like to join us?"

"Huh, I've never been to a nightclub before." Twilight said as she put a hoof to her chin in thought. Just then, Twilight smiled and shrugged. "Ah what the heck, no time like the present am I right?"

"Ah suppose that could be fun." Applejack said as she stepped forward. "I've heard some of Vinyl's beats and woah nelly can they make a pony break it down."

"Well I suppose if my darling Apple is going I will to." Rarity said as she gave a loving nuzzle to Applejack. While nightclubs weren't exactly her thing, if it meant spending time with Applejack, she would gladly go for it.

"Um, well, I don't know…" Fluttershy muttered quietly as she did want to spend time with her friends, she was quite nervous about the idea of going to nightclub.

"Come on Fluttershy!" Rainbow Dash said as she put a hoof around Fluttershy's neck and pulled the yellow Pegasus close to her. "Live a little!"

Fluttershy heavily blushed at the physical contact between her and the blue Pegasus and eventually went with it. "W-W-W-Well…ok…" Fluttershy stuttered with a slightly hazy mind.

"Wonderful!" Discord said as he put the headphones he was wearing on his ears and made a piece sign. "See you pones tonight! Discord out!" Discord then started floating away, but then he stopped as he remembered something. "Oh, and before I leave, Lincoln, you appear to have a message on your phone."

Lincoln's eyes widened as he looked at Discord. "Wait, what?" Lincoln questioned. Why would Discord tell him his phone has a message on it. He shouldn't even be able to get messages with his phone on Equestria.

Discord simply gave Lincoln a sly smirk and said. "Consider it a gift. From a reformed me. To you." Discord said, not explaining what he meant and simply snapped his finger and disappeared.

Everypony looked to where Discord was and then Applejack looked to Lincoln. "What does he mean by 'Message on your phone?" Applejack asked with confusion.

"Well…let's see." Lincoln said as he reached into his pocket and pulled out his phone. And when opened it, on the lock screen it said…

_One new message._

Lincoln starred at it in surprise. His phone shouldn't be able to receive things like call, text, and messages when in Equestria. And he himself shouldn't be able to send things either. Unless…did Discord…make his phone work?

'_Only one way to find out_.' Lincoln thought as he tapped the message icon and hit play.

_"G-Guess I shouldn't be surprised huh?"_ A familiar female voice was heard. _"You are in another world after all. Still, guess I'll leave a message just in case."_

Twilight, Lincoln, and Spike gasped when they heard the voice. "Wallflower Blush?" They all said in unison.

"Wallflower who?" Rarity asked but didn't get answer as they all continued to listen to the message.

_"Hey Lincoln, it's Wallflower Blush. So, quite a few things have happened since you and Twilight left."_

_"I myself have been spending quite a bit of time with Pinkie Pie. She's been helping me with my s-social skills and making myself known. And…it's actually kinda working!_

_"Pinkie ended up becoming the vice-president and second member of my Gardening Club. She's helped spread the word about it by making these really flashy posters and flyers she hands to other students. And n-now my G-Garden Club has a dozen members!"_

_"S-Spending time with Pinkie has also been really nice. She's very hyperactive but really sweet. She's good company and a great friend. She's pretty affectionate to. She pretty much hugs me at every chance. Although, I would be lying if I said I didn't enjoy them. Plus, her hair smells really nice. Like strawberry cotton candy…wait…did I just say that out loud? P-Please…forget I said that._

_"So…About Sunset Shimmer…I won't lie…she's not doing to well. Not at all. She's hardly getting any sleep. Her eyes are always baggy, and she dozes off often. It doesn't help that pretty much everyone hates her. And there were some days where she didn't show up to school. We went to her apartment to check on her…but all we heard was crying from inside. We ask her to let us in…but she never responds. All we can do is stay there and hope. We've been keeping an eye on her when we can though. And, uh, we've been making sure to keep her away from high places and, um, sh-sharp o-object j-just in c-case she's…she's…ya know, I think I'll just stop there._

_"We could really use you and Twilight now. I really hope you find a way to open up the portal again. Please don't forget your promise. At the very least, find a way for us to call each other. I know we're literally worlds apart…but Sunset could really use you guys. I'm worried about her._

_"…Uh-oh. My phones almost dead. Guess I'll stop here. I hope…I hope we can at least see or talk to each other soon. Bye."_

…Everypony was silent after they heard the message.

Twilight lowered her head and frowned. "Sunset's not doing to good huh."

Everypony nodded in response with their own frown. "I wish there was something we could do for her." Fluttershy said sadly.

But it was then that Lincoln's eyes widened as he realized something. "Hold on…if I can get messages on my phone…then maybe…" They watched as Lincoln pulled up Wallflower's contact information up and pressed the call button.

_Ring…Ring…Ring…_

_Click!_

"_H-Holy crap! Lincoln! Is that you?!" _They heard Green Flowers voice come through the phone.

Everypony gasped as Lincoln smiled widely and said. "Y-Yeah! Wallflower it's me! I can't believe this is working!" Lincoln said happily. His phone could make calls to other people again!

"_Oh my gosh! Lincoln it's so good to hear from you again!_" Wallflower said from her end as Twilight smiled at the device she learned about from Lincoln and the human world. "_But, how are you calling me? I thought you were in another world or something?"_

"Heh, guess I have a new friend to thank for that." Lincoln said as he could only assume it was Discord that could allow his phone to do this.

"Hey Wallflower! It's me! Twilight Sparkle!" Twilight spoke up, as she gestured her friends to back up. Twilight told them about their parallel's in the other world so having Wallflower hear the voices of her friends that weren't really her friends would probably be really confusing.

The rest of the Mane 6 understood and simply let Lincoln, Twilight, and Spike taught.

"I'm here to!" Spike spoke up as he approached the phone Lincoln was holding in front of him and had put on speaker.

"_Twilight? Spike? Wow! It's good to hear from you two as well." _Wallflower said, glad to hear from even more of her friends.

"Hey Wallflower…hows…how's Sunset Shimmer doing?" Twilight asked in a quiet and worried tone.

"We heard from your message that…she's not really doing the best right now." Spike said despite knowing his claims were an understatement.

They heard Wallflower sigh from her end as she spoke up again. "_Yeah…she's…she's not in the best place right now._" Wallflower explained in her own worried tone.

The three frowned at hearing that as Lincoln spoke up. "Hey Wallflower, is Sunset with you right now? Do you think we can talk to her?"

"_Yeah, I'm actually at the sushi place where she works." _Wallflower said as Lincoln, Spike, and Twilight perked up a bit at hearing that Sunset was around. "_She's my waitress actually. Oh! Here she comes! Sunset Shimmer! Come here! I got someone who wants to talk to you!"_

They waited in silence for a few moments as they heard the faint sounds of Wallflower passing her phone off to someone and just then heard another voice. "_H-hello…who's there?" _It was Sunset Shimmer's voice. And it sounded very weak and timid.

"Hey there Sunset." Lincoln said as they head Sunset quietly gasp on her end. "You miss us."

"Hi Sunset!" Spike greeted.

"It's good to here from you again." Twilight said in a gentle tone as it greatly relieved her to hear Sunset again.

"_Lincoln…Spike…T-Twilight? But…how? Aren't you all in Equestria?" _Sunset asked in a confused yet happy tone. She didn't know how they were able to call her, but she wasn't complaining at all.

"Heh, long story." Lincoln said with a smirk. He would definitely have to thank Discord later for this.

"_Well, it's really great to hear from all of you."_ Sunset said in a happier tone.

"Yeah…you two." Twilight said with a small smile. Twilight went to Lincoln and Spike ear and whispered something to them. They nodded in response as Lincoln let Twilight pick up his phone with her magic. Everypony then watched as Twilight went upstairs.

Once there, she talked into the phone. "Hey…Sunset…do you mind if I talk to you in private."

"_O-Oh…um, ok._" Sunset said in a slightly confused tone. "_Hey Wallflower, do you find if-oh, you heard? Ok, thank you."_

Twilight then heard the sounds of someone, obviously Sunset Shimmer, walking somewhere followed by the sounds of doors open. "_Ok. I'm alone. What'd you want to talk about?"_

"I…I just wanna say…I'm sorry." Twilight managed to say in shaky tone as he lowered her head. "I'm so…so…so…sorry."

"_Wh-what for?" _Sunset asked in quiet tone.

"I…I know everything that's happened to you. Your past. The full story." Twilight told Sunset in a saddened tone.

"_O…Oh…"_

"And I just wanted to say I'm so sorry for everything." Twilight said as her breathing started to get heavy. "I can't possibly imagine what it was like for you to go all through that when I had a loving family myself when you add nothing. And when you finally got something…I came in…and took it all away from you."

"…_T-T-Twilight you don't…you don't have to apologi-" _Sunset was saying but was interrupted by Twilight.

"Yes I do!" Twilight shouted as tears started building up in her eyes. "If it weren't for me showing up to Celestia's school, you still would have had everything you got. You still would have had your friends. I did take everything from you! And after the whole fiasco at the Fall Formal, I had the freaking _nerve _to give you a friendship lecture when I was reason you lost all your friends in the first place."

…Everypony was silent after Twilight's outburst. The purple Alicorn took a few deep breaths before speaking into the phone again. "Sunset I…I really want to get to know you. The real you. I wanna be friends. But…if you never wanna hear me again…if you never wanna see me again…I understand. If I were in your position I'd probably hate me to."

Twilight held her head low. Expecting Sunset to say she didn't want to see or hear from Twilight again. But then she heard Sunset speak through the phone again.

"_I…I would like that." _Sunset said, making Twilight look up at the phone in surprise. "_It would, it would be nice to actually get to know you. To talk to you. It would be nice to have more people, er, ponies to talk to about things. I know we got off to a really bad start…but I really wanna get know you to."_

"R-Really?" Twilight asked in disbelief that the girls who's life she essentially ruined actually wanted to try and be friends to her.

"_Y-Yeah…really." _Sunset responded in a quiet but happy tone.

Twilight couldn't help but smile as wiped the tears that were still in her eyes away before they fell. "Thank you."

"…_Anything for a friend. Right?" _Sunset responded with making Twilight smile a little wider. "_I…I gotta get back to work. But maybe sometime tomorrow I could call Lincoln's phone and we can talk about…stuff."_

"I'd like that. I'd like that a lot." Twilight answered with a happy tone of her own. "I'll talk to you soon Sunset Shimmer."

"_Yeah. Talk to you later Twilight Sparkle." _Sunset said before Twilight saw that the phone was hang upped.

Twilight sighed and proceeded to go back downstairs. Once there, she handed Lincoln back his phone as he quickly texted Wallflower to both send him Sunset's number and that he'll talk to her later.

"So, how did it go Darling?" Rarity asked as she and the rest of the ponies stepped up to Twilight.

"Yeah. It went well. It went really well actually." Twilight said with a small smile.

Everypony smiled back as Spike spoke up. "Well, it's good you two got to talk."

Twilight nodded as she said. "And we're gonna get to talk a lot more." Twilight told everypony as they all smiled more and nodded in response.

"Well, glad everything's working out." Lincoln said as he put his phone in his pocket and walked up to everypony. "So why don't we get ready for the nightclub tonight and finally have some fun."

Everypony cheered in response as they were finally able to snap out of their funks and were ready to join a night of nothing but fun.

* * *

_**LATER THAT NIGHT**_

"HAHAHAHA! WOOHOO! THAT WAS AMAZING!" Twilight cheered as she came into her home with a happy fun filled expression. Her mane was frizzy and overall she looked like she just had way to much fun.

"Try not to wake up Spike alright." Lincoln chuckled as he stepped inside. Spike decided to decline the invite to the night club and simply let the Mane 6 and Lincoln go have their fun, he simply spent the day with the Crusaders. But Twilight promised him a quality time day tomorrow between the two of them.

"Sorry, it's just…the non-expectation on you life is the best!" Twilight cheered quietly as she was determined to live the rest of her life like this. The way she wanted and with her friends. No more insane responsibility's like being a Princess.

"Just make sure not to get drunk." Lincoln said with a small smirk as he closed the door. "Man, Fluttershy's crazy when she's hammered."

"Yeah…I didn't expect her to be like that at all." Twilight said as she recalled the memories of Fluttershy during the nightclub after the shy Pegasus had a few bottles of _special _cider. Twilight then let out a yawn and rubbed her eyes. "Well, I think it's time I get to bed. Good night Lincoln."

"Night Twi." Lincoln waved goodnight as he and Twilight went upstairs and into their respective rooms.

Once Lincoln was in his room at the Golden Oaks Library, we sat down on the bed and took out his phone. After taking a deep breath, Lincoln opened up his phone's contact information and pulled up the name…

_Wendy Yoroi._

His girlfriend.

Lincoln pressed the call button and held the phone a little bit away from him.

_Ring…Ring…_

_Click!_

"_LINCOLN! I WAS SO WORRIED ABOUT YOU!_" A female voice with a small hint of a Japanese accent shouted through the phone despite it not being on speaker.

"Hey Wendy. It's really good to hear from you." Lincoln said as hearing the voice of his girlfriend warmed his heart and help get rid of almost all home sickness he was feeling lately.

"_I can't tell you how happy I am to hear you again!" _Wendy said as Lincoln could hear her crying a bit in joy at hearing him. "_When you and that giant bug alien were sent through that portal, we were worried sick. We've been trying everything to contact you or find out where you were."_

"Well, I'm glad to here you've all been worried about me." Lincoln said as he laid down in his bed. "And I've been fine. I'm actually in a completely universe…again. Hehe, but the, um, _people _here and really nice…most of them anyway."

"_Well, its good to hear your doing alright."_ Wendy said as she started calming down. "_I can't tell you how much I've missed my little cuddle bunny."_

Lincoln blushed at Wendy's nickname for him. "Hehe, y-yeah. And I've missed my precious amazon." Lincoln said as he heard Wendy giggle on her end. "Look, I don't know how I'm gonna get back home, but I know I will, I think it's best if I stay here for awhile."

"_Huh? What do you mean?" _Wendy asked. She didn't sound hurt or angry, just curious.

"Well…somethings are happening here…and I think it would be best if I stay here for a while and help them out. Also, it's a nice happy place here. Perfect for some R and R ya know."

He heard Wendy giggle on her end and say. "_Always being Mr. Hero huh?" _Wendy said playfully, making Lincoln chuckle. "_Well, if that's your decision, then I support it. I wish I was there with you though."_

"Yeah, I wish you were here to. You'd honestly love it." Lincoln said as he was sure Equestria was a place Wendy would love spending sometime here. "Thanks for understanding babe."

"_Of course." _Wendy responded before giving off a mischievous giggle. "_But expect a __**lot**__ of text, voice mails, and phone calls when you wake up. I'm telling everyone that we can call you know."_

Lincoln chuckled again in response and said. "I wouldn't have it any other way. Good night Wendy."

"_Good night Lincy." _Wendy said before both she and Lincoln hung up on the same time.

Lincoln then put his phone on the night stand next to his bed and sighed contently as he got comfy and prepared for a good nights rest.

* * *

**_Took me a while to write but I'm proud of that I got here. Now I want to make one thing clear. This is NOT a Celestia hate fic. I actually really like her. She playful, cute, and I do like her personality. What I'm doing here is for the sake of the story and how I think the characters would realistically react to all this if it happened._**

**_Also, if really stop to think about it...Celestia...is honestly pretty awful. I already talked about the whole Nightmare Moon thing, if Celestia had just emotionally supported her sister, it probably wouldn't have happened. And 1000 years on the moon. Cold, soundless, lonely moon. Isn't that bit...harsh to say that least._**

_**And then there's Sunset Shimmer. We know very little of her backstory. Yeah their was a comic for her, but it was like 13 pages long and only gave us essentially just a brief summary of things. We don't know any SPECIFIC details. Heck, we don't even know if she has parents her not in the main series, things much have happened to make her the way she is in canon and saying she's just used to be a power hungry villain is just kinda lazy, boring, and very anti-climatic. I like to think my version is at least SOMEWHAT like what really happened but eh, what are you gonna do.**_

_**Like I said, I don't Celestia, there's only ONE mlp character I would definitely say I hate. I won't say who it is YET, but I'll give you a hint, their name stars with an S. I do plan on doing more with Celestia in the future so you'll just have to wait and see. So, stay tuned next time for...**_

_**"Everfree Invasion"**_


	14. Everfree invasion

_**Alright, time for the official season 4 start. I'm sure you can all see why I waited to do this. But anyway, I really enjoyed writing this and had this planned for a while. So, I hope you all enjoy!**_

* * *

Currently at the Golden Oaks Library, Twilight Sparkle and Spike could be seen on the roof of the library both wearing sunglasses and doing nothing but laying down and enjoying the sun's rays hitting them.

Twilight let out a relaxed sigh as she levitated a bottle of fizzy apple cider towards her and opened it up with her magic as well. "Now this is the life Spike." Twilight said as she took a long sip of the bottle of cider.

"You said it Twilight." Spike agreed as he reached into the bowl next to him and grabbed a ruby from it and happily munched on it. "It's nice to finally just sit back and relax."

It's been a few days since Twilight and her friends came back together. They were still affected by the events that have transpired involving Sunset Shimmer and Princess Celestia, they figured they always would be.

But they couldn't let them split them apart or effect their lives. They've faced hardships before and always come together and prevail. And they weren't gonna let this split them apart. So lately they've been making up for lost time and have been doing big group activities together from picnic's, to going to various shows and events taking place or simply just hanging out together.

Things have seemed to go back to normal between all them, although some ponies have noticed that Fluttershy stuttered and blushed a lot when interacting with Rainbow more often since then. Well, the only pony that didn't seem to notice that was Rainbow Dash herself.

And Twilight was taking the advice her mother given her to heart. Her life was her own and she was allowed to do whatever she wanted with it and not have any pony tell her what to do. So lately she's been taking it easy and relaxing more then she probably has her whole life.

She was still Twilight of course so she was still a massive bookworm that worried about the littlest detail. But when it came to simply kicking back and taking it easy, she was embracing it a lot more now. She was no longer stressing about potential assignments from Celestia or any potential royal duties.

Just then Twilight and Spike heard somepony coming up to the roof and looked to see Lincoln climbing up the latter that led to the top. "Sup." Lincoln greeted with a casual smile. "Room for one more?"

"Plenty." Twilight answered as she levitated a bottle of cider over to Lincoln. "Come relax, the sun feels great today."

"Thanks." Lincoln said as she took the bottle and walked over to the two of them. Lincoln took off his hoodie and revealed a sleeveless orange shirt under it and showing off a lean muscular build. He balled the hoodie up and used it as a pillow and laid down next to Twilight and started enjoying the rays of the sun himself. "Aaaaaaah." Lincoln sighed while in a relaxed state. "Now this is living. Perfect temperature."

"Perfect sky." Twilight said as she looked at the near cloudless sky.

"Perfect day to lay back and relax." Spike sighed out with a smile as Lincoln and Twilight nodded in agreement.

Lincoln opened up his bottle of cider as Twilight turned to him and asked. "So how's it going for you today Lincoln."

"Pretty good so far." Lincoln answered after swallowing his cider. "Just got off a call with my sister Leni."

"Oh yeah, I remember you mentioning she was the sister Rarity reminded you of?" Twilight asked as she remembered Lincoln pointing out that Rarity's love for cloths and sewing were just like his sister Leni. Lincoln nodded in response as Twilight said. "I bet its been nice to be able to talk to everyone back in your universe again."

"Yeah, I've been missing them a bit so getting to hear from them again is great." Lincoln said with a smile on his face as he remembered the past few days, he was swarmed with phone calls, voice messages, and text from his friends and family back home. His best friend Clyde Mcbride in particular had Lincoln on the phone for four hours straight the morning after he called Wendy. Lincoln then turned to Twilight with a smirk and said. "Sure, would've been nice to have my phone yesterday though."

Twilight blushed in embarrassment a bit as she sheepishly smiled and chuckled. "Sorry, the time just kinda flew by while I was talking to Sunset." Another thing that's been going on lately is that Twilight has been making phone calls to Sunset Shimmer everyday to check on how she was doing in the human world as well for the two of them to get to know the real them.

And its been going really well so far. The two would have lengthy conversations over the phone and they found out that they had a lot of things in common including a love of books, and learning. Twilight's also been an outlet to Sunset in letting the Unicorn turned human talk about her problems with the Alicorn. Things were still rough for Sunset, and the yellow skinned girl said she was having problems falling asleep at night and would often experience anxiety.

Despite her friends with the human version of Applejack, Pinkie, Rarity, Fluttershy, and Rainbow Dash, as well as Wallflower Blush, Sunset didn't fell like she deserved to talk about her problems with them. It took Twilight a few hours of convincing, but she eventually got Sunset to open up to her and talk to her. Twilight listened to everything Sunset had to say and when Sunset wasn't able to fall asleep Twilight would stay up with her and simply talk until Sunset was able to sleep.

It was slow progress, but things were getting a little better for Sunset.

"Ah don't worry about it." Lincoln said as he looked to the sky. "It's nice that your spending so much time talking with her. She needs it."

"She deserves it." Twilight responded with as she also looked to the sky. "Although I wish I could actually see and be there with her."

"Well with your brains and all of Lincoln's powers I'm sure you two can get that mirror working in no time!" Spike said with a supportive thumbs up and smirk.

Twilight looked to the young dragon with a thankful smile and said. "Thanks Spike." The three of them then laid back down and enjoyed the suns raise once more.

It was like that for about 15 more minutes with the three of them simply relaxing in pure silence until suddenly the sun was covered up making them all frown a bit. "Hey, what happened to the sun?" Spike asked as he and Twilight took off their sunglasses.

"That would be me." The three of them looked up to see Rainbow Dash hovering over them with her wings blocking out the sun. The blue Pegasus gave them a little smirk as she said. "Am I interrupting something?"

"Well we _were_ just enjoying a lazy day." Lincoln said as they three of them gave Rainbow Dash blank looks. "What is it Rainbow?"

Rainbow Dash rolled her eyes in response as she landed in front of them. "Sorry, just looking to get away from Mayor Mare and figured seeing you guys was a double win." Rainbow explained to them as the three in front of Rainbow Dash got up with Twilight raising an eyebrow at Rainbow Dash.

"Why would Mayor Mare be looking for you?" Twilight asked with a curious tone.

"Oh gosh what'd you do this time?" Lincoln asked Rainbow with a humorous smirk.

Rainbow rolled her eyes and smiled at Lincolns little joke before looking to Twilight with a raised brow. "You don't remember what tomorrow is?" Rainbow asked as Twilight shook her head. Rainbow sighed in response and said. "Guess I can't blame you. It's the Summer Sun Celebration."

Twilight's good mood quickly turned around as she gave an annoyed sigh. "Oh…greeeeeat." Twilight said sarcastically with Lincoln and Spike frowning a bit as well.

"We feel the same way darling." Another familiar voice said as everypony looked to see the rest of the mane 6 climbing up to the roof of the library, even Fluttershy despite being able to fly.

"Mayor Mares been at our tails all day to get to us help out on the celebration." Applejack said in an annoyed tone as she walked next to her marefriend. "Ah don't know about the rest of ya'll, but I don't feel like celebrating a lie."

"Yeah, normally I'm super-duper excited to plan a party but this celebration is no longer worthy of a Pinkie Pie planning!" Pinkie Pie said firmly as she stood on her hind legs and cross her forelegs and shook her head.

"Yeah…" Fluttershy agreed quietly as she turned her head a bit. "Plus, well…"

"Mayor Mare won't leave us alone about it!" Rarity said with frustration evident in her voice. "She wants us all to help out in planning and working on a big party for the celebration and frankly I don't wanna part of it."

"Yeah, normally I'm open to celebrating holidays in other worlds, but after learning everything about it and you-know-who I rather skip out." Lincoln said as he took a drink of his apple cider.

"Yeah, I'm not too excited for it anymore either." Spike said as he scratched the back of his head.

"I was actually supposed to go to Cantorlot to partake in the celebration over there as part of my ascension but no thank you!" Twilight said as she leaned back against the fence around the edges of the roof. "From now one, I'm a free pony that wants no part of being a part of royalty."

"You go sister." Lincoln cheered for Twilight before he turned to the rest of the pony's present. "So, what are you guys gonna do know? I'm pretty sure the rest of the town is gonna be part of the festivities."

"That's what we're trying to figure out." Rainbow admitted with everypony else behind her nodding in agreement. "We also came here because we wanted to see if we can plan something for us all to do together."

"Hey, that sounds fun." Spike said with a smile.

Twilight smiled as well and walked up to her friends. "Yeah, I like the sound of that." The purple Alicorn said as the rest of her friends smiled as well. "Come on, let's head inside of think of something."

"Woohoo! Super friend squad party planners!" Pinkie Pie cheered as she started bouncing away on her butt. Everypony else looked to each other and laughed a bit at the usual antics of their pink friend and simply went down from the roof to go inside of the library.

A little later everypony was inside of the Golden Oaks library with the mane 6, Spike, and Lincoln sitting around a table and discussing what they could do in place of the Summer Sun Celebration. "Alright ya'll, no need to make this thing a big spectacular event." Applejack reminded everypony as they all nodded in response. "Let's just think of something nice and simple."

"Oh! Maybe we could all dress in fancy gowns and have a mini ball!" Rarity suggested with sparkles in her eyes at the thought.

"Uuh, I'm not sure how I feel about that." Rainbow Dash said with uncertainly as she didn't even wanna imagine herself in a girly ball gown.

"And I've worn a ball gown before, and they do not work for me." Lincoln said in a firm tone with his arms crossed. Everypony looked at him strangely in response as Applejack opened her mouth to say something but Lincoln quickly shut her up. "I don't wanna talk about it."

"Anyway…" Twilight said before looking to everypony and smiling. "It's like Applejack said, we don't need it to be spectacular, just something for us all to do together."

"Um, well, I think, I may have an idea." Fluttershy meekly spoke up as everypony looked to her when she said that. Fluttershy twirled her mane with a hoof. "Well, I was just thinking, why don't we just set up a little party and celebrate when we all came together."

Everypony heard Fluttershy's idea and perked up a bit as Pinkie said. "That sounds like a wonderful idea!" The party mare cheered as she jumped up in her chair.

"R-Really?" Fluttershy asked as she felt happy at her friends liking the suggestion she put out.

"Yeah!" Rainbow Dash cheered as she patted Fluttershy's shoulder. "Way to think shy!"

In response, Fluttershy's face went a light shade of red as she hid her face in her mane. "O-Oh, i-i-it's n-nothing, r-re-really." The yellow Pegasus stuttered.

"No, it really is a great idea Fluttershy." Twilight added in with a smile as she watched the sight of the pink maned Pegasus try to hide in her mane. "The day the 6 of us all came together and freed Luna from Nightmare Moon."

"Best Friend get together party!" Pinkie Pie said as she reached into her mane and pulled a big pile of confetti and threw it up into the air.

"That's a great idea ya'll!" Applejack cheered as the idea of just having a simple celebration of the anniversary the 6 of them all came together when Twilight came to Ponyville sounded perfect to her.

"Well I'm certainly ok with it." Rarity said with a smile before whispering to Applejack. "Can I still wear the ball gown?" Applejack kissed Rarity's cheek in response and that was all the confirmation Rarity needed as she gave a quiet squeal in response.

"Where would we have it?" Spike asked as everypony gave their attention to the young dragon. "I don't think here would be a good idea since a few ponies in town would probably come by and try to get us in on the celebration."

Everypony hummed in thought. They really haven't thought about that part. If they had their little party here, pony's outside would probably constantly come up to the library and ask why they were there and not participating in the Summer Sun Celebration and they really didn't want to deal with that.

They thought about the perfect location to have it. It had to have a decent amount of space but was also far away enough so that they wouldn't be bothered by anypony else. Lincoln was scratching his chin in thought before an idea came to his mind. "Hey, I have an idea." Lincoln spoke up making everypony turn to him. "Why not that big open field where Twilight opened up the portal that brought me here. It's a good enough distance away from town and has a lot of open space."

Everypony looked at each other for a moment and thought about Lincoln's idea for a bit before smiling and nodding at each other. "Hey, that's not a bad idea." Spike with everypony agreeing with the dragon.

"That, um, would be nice." Fluttershy quietly agreed with a small smile.

"Outdoor party! Woohoo!" Pinkie cheered as she threw even more confetti into the air.

"We can set things up tonight and just spend the day together there and have fun." Applejack explained as Rarity happily agreed and gave a loving nuzzle to the farm pony in response.

"Then it's settled!" Rainbow Dash said as she flew up from her seat. "We just gotta set up a few things over there, bring some food and drinks and we're good to go for our-"

"Friendiversary!" Pinkie Pie finished for the Pegasus as she jumped up to be eye level on Rainbow Dash for a few seconds.

"Ah just gotta finish some chores at the farm before ah can get working on that." Applejack admitted sheepishly while scratching the back of her head.

"And I got some hats I need to finish." Rarity added in.

"And I gotta quickly finish up some last-minute weather stuff." Rainbow Dash told everypony while gesturing her head out the window.

"I gotta start baking some treats for tonight." Pinkie said followed by the licking of her lips at the thought of baking a bunch of delicious cakes and pies for her friends.

"I need to finish taking care of my animals today." Fluttershy said as she just needed to finish up taking care of a few things for her animal friends today.

"Well while you're all doing that, I can start doing a bit of planning for it." Twilight said as she levitated a piece of paper and quill over to her. She looked to see everypony giving her a sly smirk. She rolled her eyes in response and said. "Relax, I'm not gonna go over the top with it, just gonna write down some stuff we need and can get for it."

Everypony giggled in response as they all got up from where they were sitting and begun walking out. They stopped when they heard Lincoln standing up and sighed with a smile. "Well, you all have fun with your party. I'm gonna head out."

Everypony rose a brow at what Lincoln said as Pinkie took a step forward to him and said. "Aren't you coming tonight?"

To everyponys surprise, Lincoln simply shook his head and said. "Nah, this party about the seven of you, I rather not intrude." Lincoln explained as he gestured his hands to the mane 6 and Spike.

"That doesn't mean you can't come sugarcube." Applejack persisted as she stepped up to Lincoln. "We'd all love to have ya, right?"

"Yeah!" Everypony replied instantly.

Lincoln rose his hands in response and chuckled a bit. "Guys, relax it's fine." Lincoln assured all of them before putting his hands in his hoodie pockets. "Plus, I was actually thinking of heading over to Cantorlot during this whole thing and spend some time with Princess Luna."

Everypony was a bit surprised by what Lincoln said as Twilight turned her head and asked. "Really?"

Lincoln nodded in response as he went on to explain. "I don't think she's doing any better after everythings happened like you all were just a few days ago. I just don't here to be alone ya know. She could probably use some company."

Everypony looked to each other before giving small smiles and looking to Lincoln again. "Well that's really nice of you Lincoln." Fluttershy complimented making Lincoln sheepishly scratch the back of his head.

"Give Luna our regards darling." Rarity said as Applejack wrapped a hoof around her.

Lincoln nodded in response as he and everypony else except Twilight and Spike left the Golden Oaks Library. "See ya later Twilight and Spike!" Lincoln yelled to the two of them before closing the door.

As he watched the other ponies walk, or in Rainbow's case fly, away he activated the Ultimatrix and turned into, "Jetray!" After transforming, the Aerophibian quickly took to the skies in the direction of Cantorlot Castle.

* * *

In the room of Princess Luna in Cantorlot castle, the Lunar Princess was surprisingly awake. While it was the afternoon, it wasn't the time Princess Luna usually found herself awake. The Lunar Princess was alone in her room with a neutral expression as she went over some paperwork...with a rather large, to say the least, pile of paperwork on the side of her desk that she still has to do.

Luna sighed as she rubbed her head as he stared at the paper in front of her. She was used to doing paperwork due to being one of Equestria's rulers, but there just seemed to be a lot more than usual lately.

Plus there was the Summer Sun Celebration that would be taking place the following morning. It was safe to say that her sister wasn't showing up to 'raise the sun.' That meant she would have to do it and have to make up an excuse to everypony about why Celestia wasn't there.

Just more things that were added to her list.

It was then that Luna heard a knocking at her head and gave a tired sigh as she said. "Please, I'm working. I don't want company right now." Luna told whatever pony was outside. She simply wanted to get her work down, go to sleep, take care of the Summer Sun Celebration real quick, and then go back to sleep.

"Not even from a human?" Luna's eyes widened at hearing the familiar voice outside her door and looked over to the entrance to her chambers.

"Lincoln?" The Princess of the Moon asked as she rubbed her eyes. The door to her room entered as she watched as, indeed, Lincoln Loud stepped into the room and gave Luna and wave and smile. "Lincoln? What are you doing here? And how did you get past all the guards?"

"That was the easy part." Lincoln said with the role of his eyes. "As for what I'm doing here, I just figured you could use some company today."

"Really?" Luna asked with a raised brow, but a small smile on her muzzle.

"Yeah, the others are having a friendiversary instead of celebrating the Summer Sun Celebration so I figured while they're doing that I could come here and keep you company." Lincoln explained as he pulled up another chair in the room and sat down next to her. "I figured you were taking all of this pretty hard and could use some company."

Luna was silent for a moment before she slumped down and sighed. "I...suppose having someone around would be nice." Luna admitted as she rubbed her head again and gestured to all the paperwork on the desk. "Especially with all this work."

"Yikes!" Lincoln said as he looked up at the mountain of paperwork on the desk. "I knew running a country was hard but this just seems ridiculous...and a waste of trees."

"Yes well, it's just something I have to deal with." Luna answered with a frustrated sigh. "There's no avoiding it."

"Well at least let me help out a bit." Lincoln offered with a smile as he took a piece of paper from the giant stack. "I may not be as experienced as you when it comes to stuff like this, but I still think I can help out a little, and I can always go Brainstorm or Gray Matter if it calls for it."

Luna couldn't help but give Lincoln a grateful smile. "I would really appreciate it." She said honestly. She's pretty much been by herself ever since the events involving the Crystal Mirror happened.

And since then her mind has been in quite the conflict. She was mad at her sister, that much was obvious. But as every day passed...she honestly grew to miss her. Luna just couldn't understand why. Luna was mad, but for some reason she just couldn't hate Celestia. And as of late she's honestly missed her sisters' company...Luna just didn't know exactly how to feel.

As Lincoln looked at the piece of paper in his hand, he rose his eyebrows in confusion. "Wait, why are you taking care of this one?" Lincoln asked as Luna looked to him with a confused look. "This paper talks about asking for approval to build a structure in...Vanhoover, ok are all the towns and cities here horse puns?"

Ignoring the last part of Lincoln's sentence, Luna answered the white-haired humans claim. "Well it's my job to oversee all the work, construction, and development that goes into Equestria and all its many civilizations."

"Ok but...why exactly?" Lincoln asked in a confused tone

Luna's refined stature was broken a bit as she gave Lincoln a confused look. "Wh-what do you mean why?"

"Well, it's something involving Vanhoover right?" Lincoln asked with a raised brow with Luna nodding in response. "Well, why doesn't Vanhoover decide on something like this themselves?"

Luna put a hoof to her chin as she tried to think of a response. "Um..well-" Luna tried to say but was interrupted by Lincoln.

"Look, I understand you have to look over your country, but you're gonna drive yourself made focusing on a bunch of little things like this." Lincoln told her while holding up the paper in his hand. "Plus, other people, er, ponies should be able to figure things like this on their own. It's something that involves Vanhoover and nowhere else, so Vanhoover should be the one taking care of this not you."

"...Really?" Luna asked with a bit of...happiness in her voice. She would admit, the idea of not doing some of the work did excite her.

Lincoln and her response and nodded his head. "Yeah, leave the small stuff to the towns and cities that it's gonna effect. Let THEM settle THEIR problems. You're one of the princesses that rule all of Equestria. You shouldn't focus on the small stuff, focus and the big stuff that affects most of the country or a big event that could be extremely vital to the wellbeing of a town or city."

Luna tapped her chin in thought as she thought about what Lincoln told her. She then turned to the human and asked. "So, what you're saying is that for stuff like construction and small projects, I should let the ponies in that area settle those things for themselves. But for events or projects like starting entire farms, parasprite invasions, or events that could affect all of Equestria, those are what I should focus my time and energy on?"

"Yes! Exactly!" Lincoln confirmed with the snap of his fingers. "Just separate the small stuff and important stuff and your life is gonna get a lot easier, trust me."

Luna was silent for a moment for her eyes moved over to the mountain of paperwork on her on her desk. She then moved her eyes back to Lincoln and asked. "Where do we start?"

Lincoln chuckled in response as her set the paper about the Vanhoover project back on the desk before cracking his knuckles. "Alright, let's briefly go through each one and make two piles. Big stuff, and small stuff."

It only took Luna a second to smirk at the idea before levitating two large stacks of papers, one for herself and one for Lincoln before saying, "Let's do this."

* * *

_**LATER THAT DAY**_

"Aaaaaand small." Luna said as she levitated the very last piece of paperwork they had to the unimportant pile. Once they were done, Luna and Lincoln stepped back to take a look at the difference in size between two piles of paperwork. Luna had to visibly contain her giddyness at what she saw. "I can't believe it."

"How that's for a difference?" Lincoln said with a smirk as her observed it for himself. The pile of 'small things' paperwork was HUGE. Practically having almost every piece of paperwork Luna originally had. And the 'big things' pile, a mere 20 pages.

"This...this is amazing!" Luna said as she grabbed the 20 papers from the 'big things' pile. "I can get this done in at hour at most! I'll practically have the rest of the day off!"

"See, what'd I tell ya?" Lincoln said as he leaned against the wall with his arms crossed and a smirk on his face.

"This will make things so much easier!" Luna couldn't help but cheer as she briefly jumped up and down. However, her sights then turned to the large pile of paper worked deemed 'small things' and frowned a bit. "Still, I can't help but feel a little bad. No doubt the other ponies will be upset that I'm flat out ignoring their other projects."

"Well then they need to grow up and accept that." Lincoln answered simply as he closed his eyes. "They need to learn to take care of their own stuff and learn that you need to concern yourself with bigger matters then simply building a simple statue."

Luna took a deep breath and nodded in response and said. "Yes. It's a change they'll have to learn and accept." It was then that Luna relaxed a bit and casually said. "Plus I really don't wanna have to do all that."

Lincoln chuckled in response and nodded. "Yeah, if I had to do that much paperwork every day, I guarantee you I would go insane by day 5, and that's if I'm lucky."

Luna couldn't help but giggle in response. "Yes well, I suppose I did have some practice and training in the field."

Right after Luna said that, suddenly the clock in her room let out a loud ding that made both Lincoln and Luna flinch in surprise at the sudden sound. Luna and Lincoln looked to the clock and saw the time.

Luna's eyes widened a bit as she turned to Lincoln and said. "Pardon me Lincoln, it's time for me to...r-raise the moon." Luna sighed at her stuttered. "Sorry, I know you know the truth its just-"

"It's fine." Lincoln said, interrupting and surprising Luna. "Look, it is wrong that you and Celestia lied about this. But it isn't really the biggest deal. It's not really affecting anyone; more ponies are happy for the most part. Yeah, it's not perfect but nothing is. But just let the ponies believe what they think is true. It's not like your using your powers to become a heartless dictator."

"...You really think so?" Luna asked with some uncertainty in her voice.

Lincoln gave a soft nod in response. "Yeah. Sometimes it's better to just let things be the way they are."

Luna looked down and gave a small smile and a quiet. "Thank you." Before going out to rotate the planet so the moon could come up.

Lincoln gave a small smile as he simply leaned against the wall. But suddenly his ears twitched as he suddenly heard what sounded like a cracking sound. Lincoln looked around for the source. He heard it again more loudly and was able to hear where it was coming from now. Looking down he saw a small crack forming in the wall and the cause of it being what looked like a black vine with blue thorns.

"What the?" Lincoln said as he looked more closely at it and failed to notice the incoming darkness from the moon coming up. Lincoln leaned down a bit to see the vine was starting to grow bigger causing the crack in the wall to become more noticeable.

Just then he heard hoofsteps coming closer to him as well as Luna saying. "Well, I suppose that takes care of all of that. I thank you for your company but now I must-"

_CRACK!_

"AAAAAAAAAAAAAAAAAAAAHHH!" Luna suddenly screamed as before she or Lincoln could react, the vine coming out of the wall suddenly grew to large sizes and suddenly wrap the night princess up.

"Princess Luna!" Lincoln shouted as the vine started to drag her away quickly. But this time Lincoln was fast enough to react and quickly grabbed one of Luna's forelegs with his left arm and kept the vine from taking her any further. "Don't worry! I got ya!"

"Please help!" Luna asked as she tried to hold on tight to Lincoln's hand. "I don't know what this is! I can't use my magic!"

Lincoln grunted as suddenly more black vines with blue thorns appeared and started to wrap themselves around Luna and started to pull her again. Lincoln grunted as the vines were overpowering him as well as his grip on Luna slipping.

Lincoln's eyes then widened as he looked to the Ultimatrix and shouted. "It's hero time!" Lincoln used his free hand to quickly activate the Ultimatrix and simply slammed it down and once it came up and hoped he'd get a good alien.

When the green flash that covered him died down, standing in Lincoln's place was a 5-foot 11 plant like creature. He was mostly a dark moss green and black in color. His head had a flame pattern around it with red petals covering his shoulders and his feet being root-like. His face lacked a nose and his eyes were green and oval shaped with black pupils. The Ultimatrix symbol was located on his chest.

"Swampfire!" The transformed boy called out in a nasaly voice. Swampfire looked at his hand before smirking and balling his hand to a fist. "All right! That's what I'm talking about!" Swampfire then reached his hand out and fired a fireball at the vines holding Luna.

Sure enough, the vines were quickly incinerated by the fire, freeing Princess Luna. Luna landed on her belly and was breathing heavily after being freed, so Swampfire was quickly to help the Princess of the Moon onto her hooves and ask. "Are you alright?"

Luna gave a shaky nod as she recovered, but then her muzzle scrunched up as she breathed through her nose and smelled a putrid scent coming from Swampfire. Luna quickly covered her nostrils with a hoof and said. "Pardon me Lincoln, but you completely stink."

Swampfire sighed in response and nodded. "Yeah, that's the methane." Right as Swampfire said that, suddenly more vines identical to the ones that just wrapped up Luna came into the room through the walls. "Run!"

Luna didn't need to think twice as she and Swampfire quickly ran out of Luna's bedroom with the vines hot on their trail. "What are these things?!" Swampfire asked as he threw a fireball at the vines chasing them.

"We don't know!" Luna said, using the royal we now. The Princess of the Moon took a look back at the vines chasing them and narrowed her eyes at the strange plants. "They-they look like the plants from the Everfree forest!"

"Everfree forest?" Swampfire questioned as he threw more fireballs at the incoming vines. "But thats all the way in Ponyville, how did they here?"

"We're afraid we don't know the answer." Luna stated as they kept , Luna eyes then widened as something in particular came to her head. A memory from a long time ago. "Unless…"

"Unless what?" Swampfire asked as he and Luna turned at a corner.

"...We have to get to Ponyville and get to Twilight and her friends." Luna answered Swampfire as he simply nodded in response. Considering the situation they were in, he wouldn't ask for a detailed explanation.

But as they were running, Swampfire suddenly stopped and face palmed. "Hold on, Swampfire can control plants." The Methanosian then smirked and turned around at the incoming plants and held his hands out. "Stop!"

However, to Swampfire's surprise, the Everfree vines didn't listen to him. Swampfire's eyes widened a bit as her made a 'shooing' motion with his hands. "Hey! I said stop!" but the vines kept coming. "Ok, why isn't this working?"

"Lincoln! Look out!" Suddenly Luna's magic covered Swampfire as the Lunar Princess pulled Swampfire away before the vines could reach him.

The two began running again as Swampfire turned to Luna and asked. "Why wasn't that working?" The plant-like alien asked as he went back to shooting fire at the vines. "Swampfire should be able to control plants."

"The Everfree forest is an uncontrollable place of chaos and unpredictability." Luna told Swampfire as they made a left turn in the halls. "It's incredibly difficult for any one being to control that forest."

"Great." Swampfire groaned sarcastically. "Can't anything be easy?"

"It would appear no." Luna said as she was forced to stop as she and Swampfire looked forward to seeing a dead-end right in front of them. "We're trapped!"

"Dang it!" Swampfire growled as they both turned around to see all the vines in front of them and were starting to approach. Swampire through a barrage of fireballs at the incoming vines, and while he was successful in burning away that vines he hit, almost immediately more vines would come to replace the ones Swampfire burned.

Swampfire growled as he and Luna were forced to back to the wall. As the vines approched, Swampfire narrowed his eyes at the vines as he suddenly grabbed Luna. "Hold on tight!"

"Wait! What are you doing?!" Luna yelled in fright in surprise as Swampfire slapped the Ultimatrix symbol and was covered in a green flash and transformed into-

"Big Chill!" Once transformed, the Necrofiggian held on tight to Luna and started flying right at the vines.

Luna's eyes widened when she saw that they were approaching the vines that were chasing them. "Lincoln, what are you doing?!" Luna yelled but didn't get an answer as Big Chill kept flying. "Stop! Stop! Stop! Stop! Stop! Sto-"

But Luna was suddenly cut off as Big Chill went intangible and spread it to Luna and the two ended up flying right through all the vines that were after them. Big Chill didn't stop there as he quickly flew upward through the ceiling of the hall they were in and kept going till Big Chill flew himself and Luna right out of the castle.

Luna hesitantly opened up her eyes and looked in surprise to see she and Big Chill were now outside the castle. "Well...I guess that worked." The Lunar Princess said in surprised as she looked down at the castle.

"Uuuuh, Luna. You might wanna look at this." Big Chill said in a slightly shocked tone.

Luna looked up and her eyes widened at what she saw. "The sun and moon are out!" The Lunar Princess yelled in shock as both the sun and moon were out causing one side of Equestria to be stuck in the day and the other to be stuck in the night.

"Now, I'm no scientist, but I'm pretty sure that's not normal." Big Chill said as he looked back at both the sun and moon in the sky.

"No, it's not." Luna said with narrowed eyes. "First the Everfree forest attack the castle and now this. Something is definitely wrong, quick, we need to get to Ponyville, and fast."

"Roger!" Big Chill said as he let go of Luna and the two of them proceeded to fly to Ponyville to get help from the Mane 6.

* * *

_**GOLDEN OAKS LIBRARY**_

"Well, then it seems we've reached an impasse. I'm telling the truth, but you think I'm lying. What do friends like us do in a situation like this?" Discord asked as he faced the mane 6.

Currently Ponyville was facing the chaos of the Everfree forest themselves as black vines with blue thorns grew all throughout the town and covered all the houses and structures in ponyville.

When this started happening, the Mane 6 quickly got together to try and solve what was going on while also avoiding the vines from attacking them. Put once Twilight put everything that was happening together, she could only think of one possible explanation for this.

Discord.

However, the Spirit of Chaos was claiming he was innocent in all of this. Stating he had nothing to do with the strange occurrences...despite rather enjoying the look of everything.

While most of the Mane 6 didn't believe his claims, there was one pony who spoke up for Discord. "Um, well, what if he's telling the truth." Fluttereshy spoke up as she faced her friends.

"Finally, somepony willing to give me the benefit of the doubt." Discord cheered as he faced the rest of the Mane 6. "You know you all could learn a thing or two about friendship from my dear friend Shuttershy here."

"Um, it's Fluttershy." Fluttershy quietly corrected.

"Yes, whatever." Discord shrugged as she pulled Fluttershy close to his with his eagle arm.

"Hey guys! Look out below!" A familiar voice was heard from above everypony. The mane 6 and Discord looked up and saw Big Chill and Princess Luna flying towards them. The ponies all gasped as they backed up and made room for the two to land.

Once they landed, Big Chill hit the Ultimatrix symbol and turned back into human and said to everypony. "So...I like what you've done with the place."

"Agreed." Discord said as Lincoln turned back to see that he was here as well.

"Lincoln! Princess Luna!" The Mane 6 said as they approached the two.

"I'm glad to see you're all ok." Luna said as she looked at each of the mane 6. Luna then look a look around the town and saw vines identical to the ones that were trying to capture her all around Ponyville. "I see the Everfree forest has invaded here as well."

Twilight's eyes widened at hearing Luna said that as the purple Alicorn asked. "You mean it's happening at Cantorlot as well."

"Yeah, the vines tried to take Luna while we were there." Lincoln said making everypony gasp in concern as they looked to Luna with the Moon Princess nodding in confirmation.

"Well, don't worry Princess, because we just found the culprit!" Rainbow Dash said as she pointed a hoof at Discord.

Discord scoffed and crossed his arms while looking away from Rainbow. "Now how many times do I have to tell all of you that it wasn't me for you start believing me?"

"I'm afraid I must say he's correct." Luna said while gesturing her head to Discord.

Everypony's jaw dropped in response as they all yelled out a "WHAAAAAAAAAAT?!" All with the exception of Fluttershy who smiled a bit in response.

"Ha! I told you it wasn't me!" Discord said while pointing a finger at everypony before snapping his fingers making a pair of 'Deal with it' sunglasses appear on him and crossing his arms with a smug smile on his face.

"But, but, but, but, if it isn't Discord then who is it?" Rarity asked in a completely confused tone.

"Do you know what's going on Princess?" Applejack asked as she stepped up to Luna.

Luna nodded her head in response as she faced the mane 6. "Yes, I believe so. There's a bit of a story behind it so listen closely." Luna instructed everypony.

"Oooo! Story time!" Pinkie said as she laid down on her belly and looked at Luna with sparkles in her eyes.

Luna took a deep breath before she began telling everypony the tale.

"Over 1000 years ago, Equestria was in a state of chaos and disharmony brought on by Discord. Ponies were in a state of misery as Chaos spread widely throughout the land without any hope to stop it."

"So far so good." Discord commented with a smirk as he munched down on some popcorn. Luna gave Discord a light glare for a brief second before continuing.

"Me and my older sister tried everything to put a stop to Discord, but his powers were too much for us to handle. When all hope was lost, we suddenly heard of one thing that might be able to put a stop to Discord and his Chaos..._The Tree of Harmony._"

Everypony's eyes widened when they heard Luna said that was they all looked to each other. "I've...never heard of the Tree of Harmony before." Twilight said as she's never once heard of anything with that name despite all the books she's read.

Luna nodded in understanding as she said. "Yes. It was never recorded, and my sister and I thought it was best to keep it secret." Luna then cleared her throat as she continued her story.

"So, me and my sister traveled deep into the Everfree forest and managed to find the tree. Within the tree, we found the elements of harmony. And with their power, we were able to put a stop to Discord and his chaos and free Equestria."

"Another happy ending!" Pinkie cheered as she jumped back up.

Discord rolled his eyes in response and said. "Yes, I still have the souvenir picture." The spirit of Chaos then snapped his fingers and a photo of him being turned to stone for the first time appear in his hand. "You think they would have at least gotten my good side."

Luna rolled her eyes in response as she turned back to everypony and stated. "I fear that the reason for the Everfree forest behavior is that the Tree of Harmony's magic is finally near depleted after all this time."

"Huh, 1000 years without its power source." Lincoln muttered as he crossed his arms. "Impressive battery life."

"Wait...the Tree of Harmony is...in there?" Fluttershy squeaked as she pointed her hoof to Everfree forest itself which looked more chaotic than it ever has.

"Oh dear…" Rarity said as she quickly latched onto Applejack.

"Well, guess we're going in to find a tree." Rainbow Dash said as she started flying towards the forest.

But before Rainbow could get far however, she was stopped as Princess Luna caught her in a magical grip. "I'm afraid it's not quite that simple Rainbow Dash." Luna told the Blue Pegasus as the Princess brought Rainbow back to the group. "If we want to return the tree to normal, then...we'll need to put the elements of harmony back into the tree."

Everypony slummed down once they heard that. They need the elements...and they didn't have them. "Great time for us to give them up huh?" Applejack said sarcastically.

"Well...Celestia might have them." Pinkie Pie said while rubbing the back of her head and looking at the ground.

"Great, just greeeeeeat." Twilight grumbled and she rubbed her head.

"Well this is certainly going to be awkward." Discord said before smirking at the audience. "I better get my camera."

"Ok look, I'll go get them from her." Lincoln said to calm everypony down and to just get this over with. "I'll just keep it professional, get the elements, then we can put them back on the tree and everything is back to normal. You all just stay here and help anyone that might be in...hey wait a minute, where's Spike?"

"Oh, I told him to stay inside." Twilight said while gesturing to the library. "I figured it was safer for him there."

"Ok, well the vines are vulnerable to fire so you're gonna need him." Lincoln instructed as he looked to the mane 6. "You all focus on helping out anyone that might be in trouble or trapped. I'll get the elements and be back as soon as I can."

Everypony nodded at Lincoln's orders as a certain Lunar Princess walked up to the human. "I'd better go with you." She said making Lincoln turn to her with a raised brow. "I...I know where my sister is. It's somewhere safe where the forest most likely couldn't get to her and you won't be able to find it without me."

"You sure?" Lincoln asked as he figured that Luna probably wouldn't be too thrilled about seeing Celestia again.

Luna took a moment to take a deep breath before nodding. "Yes. It's for the good of Equestria." Luna told Lincoln while looking in his eyes. "Come, we must head back to the castle posthaste."

"Lead the way." Lincoln said before using the Ultimatrix to turn back into Big Chill and following Luna back to the castle in Cantorlot.

* * *

Once the two of them made it to the castle, they saw Everfree vines all over the place and all heading in one direction. Most likely looking for both Celestia and Luna. Speaking of which, with Luna back in the castle the vines constantly tried to move in to try and take her, but luckily Lincoln simply turned into Heatblast and easily burned away any vines that tried to grab the night princess.

So, with Heatblast easily able to take care of the Everfree vines that head their way, they simply followed where a majority of the vines were heading. And where that led was the Cantorlot castle library and once there they saw a giant wall of vines pile up against one particular bookshelf in particular with everything else in the library being untouched. Luna sighed sadly at where all the vines were. "I knew it." The Night Princess muttered quietly.

"What about it?" Heatblast asked with a confused tone.

"Well…behind that bookshelf is a bit of…private study room I guess you could say." Luna explained as Heatblast burned a vine that tried sneaking up on Luna. "My sister explained it to me shortly after I returned from the moon. She set it up as a sort of…get away room. She placed a number of enchantments on it such as defensive enchantments to keep it hidden which is probably why the Everfree vines can't make their way in. She explained to me how to open it in case I ever wanted to use it as she's told me that she hasn't used it in quite some time for some reason."

"Well then let's get it open." Heatblast said as he aimed his hands at the vines covering the wall and shot out two streams of fire at the Everfree vines. In a manner of seconds, the vines trying to get past the bookshelf were turned to nothing but ash. "Alright, you're up."

Luna nodded in response as she used her magic to rearrange the books on the shelf to a specific order. Once that was done, the shelf shook a little bit before lowering itself and revealing a door. Just then they heard and felt rumbling and looked back to see a swarm of vines approaching them. "Open the door! Quick!" Heatblast told Luna as he blasts the vines with more fire.

Luna quickly nodded as she used her magic to open up the door that led to a staircase. "Get in! Quick!" Luna said as she went inside. Heatblast fired one more fireball at the coming vines before quickly get inside the door. Once Heatblast was inside, Luna quickly shut the door.

Once both were safe inside, they both breathed a sigh of relief as Heatblast changed back into Lincoln. "Well…that was a close one." Lincoln said as Princess Luna nodded in agreement.

"Indeed." Luna said before looking down at the descending stair and taking a deep breath. "Well…let's get this over with." And with that said, the two started walking down the stairs to the secret study room.

It was about 10 minutes worth of stairs before they finally reached the bottom and the door leading to the study room. Lincoln said and bent down a little with his hands on his knees and complained. "Why do…secret rooms…always have…so much stairs."

Luna didn't respond. She simply starred at the door in front of her with a saddened frown. Luna swallowed a lump in her throat before she used her magic to slowly open the door a crack and peek her head inside.

She saw the room had a few bookshelves covered in dust, some furniture that was wrapped up in plastic a few other dusts covered items. And at the end of the room was a desk along with a plastic covered chair that was facing away from the door. "Sister…" Luna called out to quietly. "Are you in there?"

She didn't get an answer. But she swore she heard the sound of gulping coming faint from the other end of the room. Luna groaned quietly before fulling opening the door to allow herself and Lincoln to enter the room completely.

When Lincoln entered, he look a look around the room for himself before feeling his fit lightly hit something. Lincoln looked down to see an empty green bottle on the floor and went down to pick it up to saw that it was an empty bottle of wine. "Oh boy." Lincoln sighed as he already started to put together what this meant.

Luna herself looked across the room and saw a pile of empty trays that had crumbs and frosting on them showing they used to have cake on them. Not only that, but on the other side of chair was a large pile of empty green bottles identical to the one Lincoln picked up. "S-Sister…" Luna stuttered out in a worried tone.

Just then Luna and Lincoln headed over to the chair behind the desk. They saw a familiar looking tail and mane coming from the other side of the chair. Luna then reached a hoof out and turned the chair around and-

"Sister!" Luna gasped out as Lincoln's eyes widened at what he saw. "What…what's happen to you?" Lincoln didn't notice but Luna's tone sound…worried for her sister.

Sitting in the chair was none other then the Princess of the Sun Celestia. But similar to Luna, one would be extremely surprised to see Celestia in the state she was in. Her mane and tail and were no longer sparkling and constantly flowing in a nonsexist wind and were know extremely unkept and messy. The Solar Princess's eyes were red and puffy along with bags under them and in her hoof, she held a opened bottle of wine that was half empty. Celestia's cheeks were an extremely bright shade of pink along with her muzzle being covered in cake crumbs and frosting. To be blunt, she looked like a wreck.

A few seconds after Luna said that, Celestia slowly looked up and looked her little sister in the eye…and started laughing. "Hehehe, oh hiiiiiii Lu-_HIC_-Lunaaaaaa. Whaaaaat are yoooooou, _HIC_, doing, _HIC, _here?"

"Tia…" Luna said quietly with a worried frown as Celestia kept laughing and hiccupping without a care in the world.

"Aaaaaaaaand she's completely hammered." Lincoln said sarcastically as even a blind person could see that Celestia was beyond drunk.

"Sister…what are you doing to yourself?" Luna asked in a saddened and worried tone.

"Whaaaat do you meeeeean, _HIC_, Lulu?" Celestia said in a way to happy tone. "I'm jusht, _HIC_, I'm jusht walking on, _HIC _on shunshine like I always do."

"Sister please." Luna persisted despite the state Celestia was in. Meanwhile Lincoln simply decided to stay quiet and lean against the wall and watch the conversation. "I need you to listen."

"Lishten?" Celestia questioned with a giggle. "That'sh funny don't, _HIC, _ya think. Hehe, I never lishten to you. That'sh my whole, _HIC,_ thing, right? Being a big shister that doesn't, _HIC,_ do a thing to help when her own little shister is feeling completely neglected, _HIC,_ by the entire country."

Luna felt her heart sting a little at hearing her big sister say that and kept trying to snap Celestia out of her drunken state. "Sister please, you need to listen."

"Alright, alright." Celestia with a chuckle as suddenly used a free hoof to pull Luna closer to her. "Tell your horrible big, _HIC, _shister that did nothing but ignore you what'sh. _HIC,_ wrong."

Luna winced at hearing Celestia berate herself like that but decided to get to the point. "Look, we need to help and tell us-"

But as Luna was talking, she was suddenly interrupted by Celestia. "_Help_? Hahahaha, oh no, no, no, no. I don't, _HIC_, _help _poniesh. I _ushe _them! Like pawnsh, _HIC,_ on a chessh board. Afterall I've done nothing but hurt poniesh, _HIC,_ right? I've shent you to the moon for 1000 yearsh just because I was an attention, _HIC,_ hog. And I threw Shunshet Shimmer away like a piece of, _HIC, _trash all because she would be usheless to me and getting the, _HIC,_ shishter I didn't pay attention to in the firsht, _HIC,_ place back. And then I ushed Twilight, _HIC,_ to get her back! Don't you love, _HIC,_ the, _HIC_ irony!"

Celestia then started to laugh and hiccup uncontrollably as Luna pried herself from her sisters grasp and gave Celestia a pained looked. "Please sister! Stop saying that!"

But right after Luna said that, suddenly Celestia laughs turn to sobs as Luna looked to see that her sister laid her head down on the arm on the chair and, while still having a dopey smile, had tears coming out of her eyes. "Tia…" Luna said quietly as she wiped away from tears on her sister's face.

"It really is ironic isn't it." Celestia sobbed up with a few hiccups following her sentenced. "I tried so hard to get my little sister back for century's, but I was the reason I lost her in the first place. All because I didn't look after and care for her back then." Celestia sobbed out as more tears came down her eyes. "What's the old saying? You don't know what you have until its gone? Hehehe…I guess it's true."

"Tia…" Luna slowly said as she just watched her sister cry and berate herself.

"And you know something, _HIC_, else?" Celestia as she took a swing from the wine bottle she was holding. "I've…I've always wanted a daughter. Not as an heir…but just a little filly to love, to take care of, to hold and cheer up when their sad, just to be a mother to." Celestia voice choked a bit as she continued. "I guess I was to stupid to see I had that…and what did I do with her…I just threw her away and broke her heart."

Luna was about to say something else but Celestia's sobs interrupted her as the sun princess said. "Why is it whenever I have family…all I ever can do is hurt them…"

Luna gave Celestia a sad and sympathetic look as she put a hoof to her sister's shoulder. "Celestia…" However, Celestia hoof came up and removed the hoof Luna put on her big sis as Celestia's sadness made her a little bit sober as she gained an expression that could only be described as completely depressed.

"What are you doing here Luna?" Celestia asked in a broken voice. "I didn't think you'd ever want to see me again."

Luna looked down in sadness as the Princess of the Night said. "The Everfree forest is attacking sister." Luna answered as Celestia never moved her head to look at her. "We need the Elements of Harmony. Do you have them?"

Celestia simply sniffled and said. "There in that chest over there." Celestia answered as she covered her face with her messy and dirty mane. "Please…just take them and leave."

Luna's heart stung greatly at hearing that as she tried to please to her sister. "Sister…"

"Please…just leave…" Celestia answered with a sob. "I don't wanna hurt you again."

Luna backed up when Celestia said that and simply lowered her head and started walk away. Luna took one more look at Celestia before walking over towards the wooden chest in the room. Opening it up, she saw all the elements of harmony were indeed inside and simply grabbed them all with her magic. Lincoln followed close behind Luna as they approached the door leading out of the study room.

Right when Luna opened the door to get out, she heard Celestia speak up one more time. "Maybe it's better if I just stay down here and rot…and least then I can't hurt anypony again."

Luna's heart clenched at hearing that as the Princess of the Night started shedding a few tears herself before she pulled Lincoln out of the room and closed the door.

Once they were outside, Lincoln looked to Luna with a concern expression and asked. "Are you ok?" with a tone that matched his expression.

"I don't know what's going on with me." Luna answered as she wiped away her tears and rubbed her head. "Just a few days ago, I would have said I was mad and didn't want to see her…but now…I don't know how I feel. I'm still angry at her but…I miss her…and…and…"

"You just can't seem to hate her right?" Lincoln finished for Luna.

"…Yes." Luna answered quietly with a nod.

"Yeah…I know the feeling." Lincoln responded as he leaned against the wall. "I have ten sisters and believe me they've all done things to really piss me off, but you can never seem to hate your family. No matter what you try and tell yourself." Lincoln said as Luna nodded slowly with agreement. "Besides, I'm far from a saint myself. I've done and frankly still kinda do selfish things at their expense. Guess it just comes with being a family huh?"

"I suppose." Luna said sadly as she looked at the door leading into the room Celestia was isolating herself in. "I…I wanna help her. Despite everything, she's still my sister…and I still love her."

Lincoln nodded at Luna as he said. "I'll help out anyway I can." The white-haired Loud boy told Luna as the Princess of the Night gave him a grateful smile. "But first, we gotta take care of the Everfree forest and the Tree of Harmony. Then we can do that."

"Right. Let's go!" Luna said as the two, with the elements on hand went back upstairs.

* * *

_**Now how was that for a chapter? I'm honestly really liking this the more and more I do it. I only just became a MLP fan this year but I'm just having a lot of fun with the show and this fic. I would honestly like do to the entire series of maybe even a sequel. What the sequel is about I think I'll just keep between myself and my best friend Petrus.**_

_**But I will say this I won't to every single episode. Manly flash back episode and other episodes I don't think I could fit Lincoln well enough into. Also episodes that just wouldn't make since to do in this fic in particular. For example, considering Rarijack is a thing in this story the episode Simple Ways really wouldn't make any sense.**_

**_So with all that said, remember to leave a fav, follow, and review and stay tuned for next time._**


	15. Tree of Harmony

**_And the second part to Season 4 of MLP. I'm really excited for the upcoming episodes I get to turn into chapters. Especially a few certain ones which are personal favorites of mine and one specifically for spawning an idea that's gonna happen a bit later in the story. My friend Petrus knows what I'm talking about. So I hope you guys enjoy what you read!_**

* * *

Currently the Mane 6 and Spike were busy evacuating the ponies from Ponyville. Some ponies were seen stuck or tangled up in the vines of the Everfree forest, but luckily with Twilight's magic and Spike fire breathe, they were able to free anypony that was caught and help them evacuate the town.

"Alright. Ah think that's everypony." Applejack said as she and everypony gathered up again.

"Good. Because I think I'm fired out." Spike responded in a raspy voice as he coughed up a bit of smoke. He's never had to use that much fire breath before, so he was a bit out of practice.

"Thanks again for your help Spike." Twilight told the young dragon in a grateful tone.

"I do hope Lincoln and Luna get back with the elements quickly. I don't know how much more of this we can take." Rarity said in a tired tone as Applejack stomped a vine that was sneaking up on Rarity.

"Oh, I don't know." A familiar voice said as everypony watched as suddenly they witnessed as Discord appeared in front of them laying on a lawn chair wearing a red Hawaiian shirt, red rim sunglasses, and drinking out of a coconut. "I rather like the way things are right now. It has a certain 'chaotic charm' to it don't you think?"

"Of course you'd think that." Rainbow muttered with the roll of her eyes.

Just then Fluttershy flinched as she heard the sound of flapping nearby and looked around frantically for the source. When she looked to the sky, she pointed a hoof up and said. "Look. They're back."

Everypony looked up and saw Princess Luna and Big Chill flying down towards them with the Mane 6, Spike, and Discord seeing that in Luna's magical aura she was carrying none other than the 6 elements of harmony.

Everypony approached them as they landed, with Big Chill turning back to Lincoln, with Luna speaking up to them. "Sorry that took a longer than anticipated there were…issues…" Luna muttered quietly while averting her gaze from everypony looking at her and the white-haired human.

"That's putting a lightly…" Lincoln muttered while scratching the back of his head. The state Celestia was still very fresh in his mind. Especially the fact that her mane seemed to have lost its magical properties.

The Mane 6 and Spike all moved their heads away as they scratched the back of their heads awkwardly. The only exception to this was Twilight who simply glared at no pony in particular and looked to the ground and scoffed.

"Yeah, I can imagine getting them from you-know-who was probably a little more than awkward." Spike slowly as Lincoln nodded. However, he didn't seem to get a proper response from Luna as she simply looked down sadly.

Lincoln knelt down a bit and put a hand to Luna's shoulder as the Night Princess simply took a deep breath in response and looked at the Mane 6. "Come. Let's fix this mess." Luna said as she levitated the Elements of Harmony to the respective pony they belonged to.

When they got them, they looked at their reflection in the gem for a moment before putting it on their neck. Once again, Twilight was the exception as she looked at the gem that resembled her cutie make and gave it a hateful glare. "I haven't forgiven you for what you did to Sunset." She told the gem in spite at a volume nopony could hear. And due to her smashing the crown around the gem, she had no efficient way of carrying it. Yes, she could use her magic but considering where they were about to go it might be hard to keep track of the Element and keep a hold on it.

So instead, Twilight levitated the Element of Magic with her magic and hovered it over towards Lincoln. "Hey Lincoln, do you mind holding onto it for me until we get there please. I don't really have a good way of carrying it." The Purple ex-princess asked while looking at the Loud boy.

Lincoln simply shrugged in response, not seeing any issue with it, and grabbed it from Twilight's magical grip. "Sure, no prob." Lincoln answered as he put the Element in his pants pocket.

Twilight gave him a nod as a way of thanking him before she turned and looked to the entrance of the Everfree forest and all the vines moving around inside. "Well, get ready everypony. We got a tree to find."

A few in the group gulped in response as they looked inside the forest for themselves. Rainbow Dash then turned to the Princess of the Night and asked her. "You remember where the tree is, right?" The blue Pegasus asked with a raised brow.

Princess Luna frowned a bit as she put a hoof to her chin. "It...has been a rather long time since I've seen the tree." Luna admitted as everypony groaned a bit in disappointment. "Plus, there's no telling how much the Everfree forest has changed since then and how much more it's changed with recent events. I think I remember the general location but there's no telling what we'll run into."

"So unknown dangers and obstacles. What else is new?" Lincoln said in a joking tone, trying to lift everypony's spirits. "Come on guys, let's do this."

That seemed to bring a smile to everypony's face as they looked at the entrance of the Everfree forest and nodded. "Come on, we've handled that forest once and we'll do it again!" Applejack said with determination.

"As long as we stick together." Fluttershy said as everypony smiled and nodded.

Spike then proceeded to climb onto Twilight's back and point towards the forest. "Forward march!"

"Yes sir!" Everypony said as they started heading right into the Everfree forest.

Meanwhile Discord simply took a sip from his coconut before snapping his fingers and making a box of popcorn appear. He then pulled down his shades and looked towards the audience. "Well, this should be quite the show."

* * *

As they were inside the forest, the Mane 6, Spike, Lincoln, and Luna were constantly having to swat or cut away vines that were trying to attack them. Currently their search for the tree was proving fruitless as they saw no signs of the tree or where it could be.

"Things certainly do change after 1000 years." Luna muttered as she used her magic to cut away a vine that was right in front of them. "Everything's completely different."

Rarity was staying close to Applejack as she kept her eyes peeled for vines and for the tree. "Well how hard could it be to find darling?" Rarity pointed out as they kept moving forward. "I imagine it should stand out quite a bit."

"Yeah. Big magical tree probably under attack by some monster. You think it would stand out like a sore hoof." Rainbow Dash said as she swatted away a vine that was coming down from the tree above her.

"Heh, if only everything was that easy." Lincoln said with a blank expression. "I doubt the tree is just gotta be out in the open. It's probably hidden somewhere to keep people away that aren't really supposed to be around it."

"You're quite right." Luna confirmed as she looked back at Lincoln. "It took me and my sister searching extensively before we found it."

Meanwhile Pinkie Pie was happily bouncing forward along with everypony with her usual smile on her face. "Well I just hope we can help this tree quick so we can get to our super special best friend party tonight!" Pinkie Pie said excitedly, not at all experiencing any fear from the magical forest.

"Th-That w-w-would b-be n-nice." Fluttershy stuttered as she made sure to stay close to everypony so that maybe being this deep in the Everfree Forest wouldn't be so bad.

Just as they kept moving forward, suddenly Luna spread her wings making everypony coming to a stop. "Look." Luna told them while pointing her hoof forward.

They all looked to see that they were standing in front of a swamp with green water that to be releasing some kind of steam. Everypony's muzzle scrunched up in response as Lincoln covered his nose and tried to fan the air away from him. "Geez, this smells worse than Stinkfly."

"No arguments here." Spike said as he mimicked what Lincoln was doing.

Twilight looked forward and saw some rocks sticking up from the swamp and pointed to them. "We can use these to jump across." The purple Alicorn said as she set Spike down on the ground and started to jump on the rocks.

"Twilight! Wait!" Luna called out with a concerned expression as she saw Twilight start to jump from rock to rock.

But suddenly, the 'rocks' started shaking and rising up from the water. "I don't think those are rocks…" Lincoln said slowly as everypony started backing up.

Twilight struggled to maintain her balance before the 'rocks' completely emerged from the water and launching Twilight back to land. Everypony then witness as the 'rocks' turned out to be a large crocodile-like creature with its body being covered in rock-like material.

"It's a Cragidile!" Luna shouted as the Cragidile started approaching them.

"Everypony run for your lives!" Rarity shouted as she and a few members of their group started running away from the incoming Cragidile.

Lincoln, however, stood his ground as he activated the Ultimatrix and started scrolling through aliens. "Alright Cragidile, let's see how you like Humungausaur!" Lincoln yelled as he slammed down the face plate, blinding the incoming Cragidile with the green flash.

But when the flash died down, standing in Lincoln's place wasn't Humungausaur, but a 9-foot-tall bipedal tiger-like creature with green eyes and a wolverine-like mask around his eyes and a large claw on each of his wrist.

The transformed Lincoln to to himself before yelling and stomping his foot on the ground in irritation before pointing at the Cragidile. "Let me tell ya something Cragidile!** Rath** is not Humungausaur. But Rath is gonna make you HUMUNGAU-SORRY!"

Everypony then watched as Rath screamed and charged right at the Cragidile and tackled the creature right into the swamp. When both emerged the Cragidile snapped its jaws at Rath, but the Appoplexian quickly dodged and punched the Cragidile back. "Is that all you got Cragidile?! Well take this! And this!"

Everypony then watched as Rath picked up a log and smashed it over the Cragidile's head before jumping up and pile driving it under the water.

The ponies and dragon watching winced at every hit the opponents landed on each other. But for some reason they couldn't help but watch. It was like they couldn't look away. "Well, glad to see Lincoln is so...enthusiastic about this." Luna said before wincing as she watched the Cragadile tackle Rath.

"It's like his whole personality has changed." Applejack said in surprise as she's never seen Lincoln act so...aggressive before.

"He's turned into a total brute." Rarity said as she watched the fight in front of her.

"Oh! Oh! Oh! I know this one!" Spike said as he rose his hand up. "That's Lincoln Appoplexian form Rath. Raths species are known for preferring brawn over brains as well as punching first and asking questions after more punching."

"Yeah, we can see that." Twilight said slowly as they all watched Rath start spinning the Cragidile by its tail.

"Should, um, should we try to help him?" Fluttershy asked quietly as even she couldn't help but watch the scene in front of her.

They then all watched as the Cragidile open its jaw wide and tried to bite down on Rath only for the transformed Loud boy to easily hold its jaw open. Rainbow Dash smirked as she said. "Let's just kick back and watch for a bit."

"Way ahead of ya!" Pinkie Pie said as she was wearing a soda drinking hat as she watched the fight.

Rath growled as he held the Cradidile's jaw open and said. "Is that all you got Cragidile?! Because Rath's got loads more! In fact, I should give ya some of mine so that way it'll be a fair fight. And then everything I gave you I can take it back again! AND MAKE YOU LIKE IT!" Rath then roared as he lifted the Cragidile up and threw it up into the air.

Rath then jumped up while spinning before rearing his leg back as the Cragidile came to be in front of him and shouted, "Sirius Butt-Kicking!" Rath then performed a powerful kick right at the Cragidile butts and launching it a great distance away from everypony.

"Woooooow…" The group watching shouted as they witness the Cragidile get launched high up in the sky.

They then watched as Rath landed right on his feet and roared in victory as he pounded his chest. "YEAH! WHO'S THE MAN?! RATH'S THE MAN!"

Everypony couldn't help but chuckle at the scene as Twilight spoke up. "Alright, good job Lincoln. Know why don't you change back and we can keep moving forward."

However, Rath simply glared at Twilight and pointed at her while walking up to the ponies and dragon. "Let me tell you something Twilight Sparkle, ex-princess of Equestria, Rath only turns back when he decides to turn back!"

"Hey, I was only suggesting." Twilight said with a nervous smile. She learned from Lincoln that Appoplexians were quick to anger and violence. And after what she saw, she rather not be on the receiving end of Rath's anger.

"Yeah! Lay off pussy cat!" Rainbow Dash said as she got right into Rath's face.

"Let me tell ya something Rainbow Dash, self-proclaimed fastest flyer in Equestria, no one calls Rath a pussy cat and gets away with it!" Rath said as he aimed his wrist claw right at the blue Pegasus.

And it was at this moment that Fluttershy broke out of her fear and glared at Rath as he pointed his claw at the rainbow maned Pegasus. Before anypony knew it Fluttershy suddenly appeared right in front of Rath and looked him right in the eye. "Now you stop right their mister! You need to calm down and change back to human right this instant!" Fluttershy yelled to the tiger alien.

Rath growled at the yellow Pegasus as he shouted. "Let me tell ya something Flutter-"

_BONK!_

Interrupting Rath was bonking Rath right on the head with her hoof. "No! Bad Rath!" Fluttershy scolded the Appoplexian.

Rath growled again as he rubbed his head. "Let me-"

_BONK!_

"No! None of that!" Fluttershy said firmly as she bonked Rath again. Rath rubbed his head again as he growled at the pink maned Pegasus. "Sit!" Fluttershy ordered as she pointed a hoof towards the ground.

Rath growled again was about to tell but received another bonk on the head. "I said sit!" Fluttershy said sternly as she pointed her hoof at the ground again.

Rath lightly growled, but reluctantly sat down on his butt. Fluttershy gave an approving nod before saying. "Now lower your arms and claws."

Rath growled again, but he saw Fluttershy narrow her eyes at him and raised her hoof to bonk him again and lowered his arms as well. "Good." Fluttershy said as a small smile came to her her face when she suddenly started scratching Rath's chin.

"Hey! What are you...oh...oh that feels good." Rath said as he suddenly started thumping his foot up and down as Fluttershy kept scratching his chin.

"There, there. You just need to calm down is all." Fluttershy said in a sweet down as she moved her hoofs down and started scratching Rath's belly and making the Appoplexian fall to his back. "Who's a good kitty? Who's a good kitty?"

"Rath's a good kitty!" Rath responded as everypony watched struggled immensely to not burst out into laughter.

"That's right. Yes you are. Yes you are." Fluttershy said in a puppy dog voice before she looked at the Ultimatrix symbol on Rath's chest. "Now let's get you back to normal."

Fluttershy then reached her hoof out and tapped the Ultimatrix symbol light and engulfing Rath in an emerald light. When the light died down it showed Lincoln laying on the ground with a frozen expression with widened eyes. "...What just happened?"

Everypony present put a hoof, in Spike case hand over their mouth to hold in their giggles and laughter as Fluttershy smiled sweetly at Lincoln. "You were just a little grumpy is all."

Lincoln's expressions quickly changed to unamused as he narrowed his eyes at Fluttershy and said. "We never talk about this. Ever!" Lincoln then stood up and dusted off his clothes and turned around.

But the second he turned her heard everypony behind him giggling and quickly turned around to glare at them with the ponies and dragon averting their gaze from Lincoln with puffed up cheeks and barely contained laughter as Fluttershy spoke up again. "You were a very sweet tiger Lincoln."

Lincoln huffed a bit before slumping down and turning around and slowly walking away. "Let's just keep moving." Lincoln said in a low tone as everypony behind started giggling and following the Loud boy.

* * *

"Any sight of the tree up their Rainbow Dash?" Luna asked as she looked up at the Pegasus as Rainbow looked around the area with a higher view.

"Nothing so far." Rainbow Dash answered as she kept her eyes peeled.

"Ok, how many places does this forest have that a tree like that can find?" Spike asked with a confused expression as they've been looking for who knows how long and so far there was still nothing.

"I don't know." Rarity groaned out as her hooves were starting to ache with how much walking they've been doing. "After this, I'm treating myself to a long spa day."

As Applejack walked behind her marefriend as she looked around for the tree, but when she looked forward, her eyes widened as she shouted. "Rarity look out!" Applejack shouted as she suddenly reached her mouth out and bite down on Rarity's tail.

"What was that dar-WOAH!" Rarity shouted as she was pulled back by Applejack and saw that in front of her was a large chasm with more vines inside that Rarity would have fallen into if she had taken a single step forward. "Oh my goodness! Thank you so much darling!"

Applejack quickly pulled Rarity in closely and held her marefriend tightly as everypony else walked up and looked down the chasm. Lincoln let out a whistle as he looked down. "That quite the drop." The Loud boy commented.

Twilight looked down the chasm, but her eye caught the hint of a faint glow and she looked towards it and narrowed her eyes to try and see further. "Is that...a cave?" The purple Alicorn asked.

Luna looked to where Twilight was looking and saw a save with a faint glow coming out of her. When Luna laid her eyes upon it, she suddenly let out a loud gasp as she pointed to the cave. "That's it! That's where the tree is!"

Everypony gasped in response as Applejack spoke up. "Well then what are we waiting for? Let's go!"

"But, um, how are we gonna get down there?" Fluttershy asked timidly as the height down the chasm really frightened her.

"You know you can fly right?" Lincoln asked with a deadpan expression but didn't get a response.

Just then they heard the sound of Pinkie Pie grunting and looked to see that the pink mare was following down a flight of stairs they somehow all missed. "Take the stairs, silly!" Pinkie Pie told all of them after she landed at the bottom.

Everypony looked to each other and simply shrugged before they started going down the stairs themselves. Just not falling down like Pinkie did.

Once they were at the bottom, the group made their way inside the cave where a bunch of large vines led. Once inside the cave everypony gasped at that they saw. Inside they saw a big tree that was almost completely wrapped by the vines they have seen all day and looked like it was almost completely lifeless.

And the tree had three marks on it. Celestia's Cutie Mark, Luna's Cutie Mark, and-

"My Cutie Mark." Twilight quietly said as the center of the tree had what appeared to be the star that made the center of her Cutie Mark.

"This is it." Luna said as she stepped forward and looked at the dying tree with a serious expression. "_The Tree of Harmony_."

"It's dying." Fluttershy said quietly as she covered her mouth with her hooves at seeing the state the tree was in.

"Well let's save it then!" Applejack said with a determined look. Right before gaining a confused look and looking towards Princess Luna. "Uh, how do we save it anyway?"

Luna hummed a bit as she looked over the tree. It was a dripping a green liquid and the vines were holding a tight grip around it. It looked completely drained of magic. "Hmmm, the tree's magic has been drained. That means we need to give the source of its magic back to it."

"So, what your saying is," Lincoln begun saying as he had the Ultimatrix set to Heatblast just in case he would have to burn more of those vines. "We gotta put the Elements of Harmony back on the tree."

"Yes." Luna said seriously with a nod.

The Mane 6 all looked to each other the the 5 wearing their elements looked to them before looking back at each other. "Well...we already gave em up once." Rainbow Dash said while scratching the back of his head.

"At least this time we'll be saving a tree by doing it." Applejack said with a small smile as she looked to the tree.

Lincoln then reached into his pocket and pulled out the Element of Magic he was holding onto and whistled to get the ponies attention. He then threw the Elements towards Twilight who caught it with her magic. "Thanks Lincoln." Twilight thanked, getting a thumbs up in response.

Twilight then flew up to the tree while taking the rest of her friends Elements off the necklaces with her magic. Once she had them, she started rotating them as well as her own element around herself and faced the tree again.

But just then as Twilight was facing the tree some vines came in and wrapped themselves around Twilight. Everypony gasped in worry, but just then a stream of fire came in and burnt the vines away. Once she was freed, Twilight looked to see Heatblast giving her a thumbs up. "I got your back." The pyronite reassured her.

Twilight gave Lincoln a grateful smile as she levitated the elements over to the branches on the tree where they used to be when they looked differently. Once the elements were in place, the middle of the tree suddenly opened up. Twilight then levitated the element of magic into the open space and once it was in place, the tree closed again with the Element fitting perfectly into place.

Just then the other branches where she put the elements closed up and letting the new shape of the elements fit perfectly in the tree as they all started glowing. Just then the entire tree started glowing and as it glowed, the vines covering it and invading Equestria started to disappear quickly. And in a matter of seconds all of the out of control vines completely disappeared. And just then the glowing stopped to reveal the tree completely restored. It was a glorious blue color and looked like it was made of crystal.

"Woooow!" Heatblast said before transforming back to Lincoln.

"It's as beautiful as I remember it." Luna said with a smile as she looked over the tree's now restored state.

"Wait, what's it doing?" Twilight asked with a raised brow as suddenly energy started flowing from the elements and through the tree and down to one of its roots. A pink flower then sprouted from the root and when it bloomed it revealed a strange hexagonal chest with six keyholes.

Everypony walked up to the strange chest with Luna and Twilight giving it a thorough. "What's inside?" Twilight asked the Princess of the Night.

"I'm afraid I don't know." Luna answered with the shack of her head. "And I'm afraid I don't know where the keys are either."

Just then the cracking of knuckles got everypony's attention as they watched Lincoln approaching the chest and activating the Ultimatrix. "Alright stand back. There's more than one way to open a box."

"Uh, Lincoln, I really don't think that's a good id-" But interrupting Luna was Lincoln transforming anyway. When the flash died down it showed a 12-foot-tall extremely muscular four-armed alien with red skin. He had four green eyes and wore gold wrist and ankle bands as well as two golden sashes across his chest that connected to the Ultimatrix symbol on his chest and a gold waistband over black shorts. He also had a small black ponytail.

"**Four-Arms**!" The transformed Loud Boy called out while flexing his Four-Arms. Everypony then watched as Four-Arms picked up the chest from the flower with his upper left arm and started to use his upper arms to try and pry the chest open.

Despite the Tetromand's efforts and grunting, the best didn't seem to budge even a bit. "Alright, let's try this!" Four-Arms yelled as he started to use all four of his arms to try and force the chest open. But despite the might of all four of his arms, the chest still wasn't any closer to budging.

"Alright, no more mister nice guy!" Four-Arms yelled as he slapped the Ultimatrix symbol and transformed again. Now standing in Four-Arms place was a 14-foot-tall dinosaur-like alien with his outer scales being a brown color and his inner scales being a beige color.

"**Humungousaur**!" The Vaxasaurian called out in a mighty voice. Humungasaur then tried to forcibly open the chest again but just like before, it didn't seem close to budging at all. Humungousaur growled in frustration as he started bagging the chest against the ground a few times, but still nothing.

Humungousaur sighed in defeat as he placed the chest back on the flower and admitted to everypony sheepishly. "Uh, I think we're gonna need the keys."

Everypony gave him an amused grin as Applejack said. "Ya think?" Before Humungousaur changed back to Lincoln.

"Well gang, it looks like we got another mystery on our hands." Lincoln quoted with a humorous grin.

"Ruh-roh!" Pinkie said with a giggle followed by everypony else giggling in response.

* * *

A little while later, the Mane 6, Spike, Lincoln, and Luna were walking out of the Everfree Forest with their mission complete. Just then, banners with the Mane 6's face drawn in crayon suddenly dropped down from...somewhere along with confetti blast and number 1 signs.

Just then Discord appeared wearing a foam finger and holding a flag that had the color of all the Mane 6's fur on it. "Bravo, ladies! Bravo!" Discord as he as they all stopped and looked at him. "How ever did you save the day this time? Blast the beastie with your magic necklaces, I presume?"

Just then Discord appeared shrunken down on Applejack's back wearing a cowboy outfit and noticed a lack of necklace around her. "Where are those little trinkets of yours?" Discord asked as everypony started giving him annoyed looks. "You know, the ones you use to send me back to my extremely uncomfortable stone prison?"

Applejack sighed as she gave a simple and honest answer. "Gone."

"Gone? Haha." Discord asked as he reappeared at full size while putting his hands together as a grin came to his face. "Gone?"

Just then Fluttershy flew up to him with her hooves crossed. "Yes, gone. But their absence doesn't affect our friendship one bit." Fluttershy said firmly before she got right into Discords face and looked him in the eye. "And if you want to remain friends, you'll stop thinking whatever it is you're thinking and help us clean up."

With every word Fluttershy said Discord shrunk before he snapped his fingers and went back to full size...only now wearing a maid's outfit. "Fine. But I don't do windows." Discord said as he started walking away with everypony following him.

"There is one thing I don't understand however." Luna said as she put a hoof to her chin.

"What's that?" Lincoln asked as he put his hands in his pockets.

"Why did this all suddenly happen now?" Luna asked with a raised brow and confused tone.

"I have no idea." Discord answered as everypony looked to him. "Those seeds I planted should've sprouted up ages ago."

Everypony quickly glared at Discord when he said that with Twilight saying. "What did you say?" Twilight asked with a demanding tone.

"Oh, did I forget to mention that?" Discord said with an amused grin. "Guess I must have forgotten."

"Discord…" Luna growled while glaring daggers at the spirit of chaos.

"Oh fine, but why tell you when I can show you." Discord said as he snapped his fingers and made a filing cabinet, projector, and a screen appear. Discord then opened the middle of the cabinet and stuck his entire head inside as everypony heard the sound of crashing coming from inside. "No, where did I put that-AH-HAH here it is!"

They then watched as Discord pulled a film wheel from inside the cabinet and put it inside the projector. "Watch and learn shall we." Discord said as he flipped a switch on the projector and turning it on.

Everypony then looked to the screen and saw a video of when Discord covered Equestria in chaos 1000 years ago. Celestia and Luna, who had scrapes and bruises over their body and wearing their saddlebags, stooped forward while glaring at Discord. "_Playtime is over for you, Discord._" Celestia yelled as Discord sat on his throne eating what appeared to be black popcorn kernels

"_Oh, I doubt that_." Discord said with the roll of his eyes as he shoveled more kernels into his mouth. "_Hungry?_" Discord offered as he tossed a single kernel at Celestia and Luna each which simply bounced off their face and onto the ground.

"Well, obviously things didn't go according to my original plan." Present Discord said as everypony watched as the 'kernels' that were thrown at the princesses suddenly buried themselves under the ground. "My plunderseeds should have stolen the magic from the Tree of Harmony and captured Princess Celestia and Princess Luna thousands of moons ago."

"Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now that is." Everypony's jaw dropped as the film showed the seeds trying to reach out towards the Tree of Harmony, only for the trees magical energy to keep them at bay.

The film then finished playing with Discord snapping all the equipment away. Everypony then looked at Discord with even fiercer glares. "YOU MEAN YOU COULD HAVE FIXED THIS THE WHOLE TIME?!" Luna yelled with her Royal Cantorlot voice.

"And rob you of a grand adventure?" Discord said with a grin. "I mean you got to see how your sister was affected by the events of Sunset Shimmer as well as returning the elements to the tree and finding that strange chest. What kind of a friend would I be if I prevented all of that from happening?"

Luna was not amused. The Night Princess narrowed harshly at the spirit of chaos as she said. "Lincoln…"

"Don't even have to say it." Lincoln said as he walked up to Discord while activating the Ultimatrix. "Hey Discord, Rath would like to have a word with you!"

Lincoln then slammed down the core and transformed to his Appoplexian form and glared hard at Discord. "Let me tell ya something Discord!"

"...Please don't."

* * *

_**ONE BEATING LATER**_

Later in Equestria, after Rath had gotten done with Discord, the moon was no up and the Mane 6 were at Cantorlot behind the stage were Luna would go up. While they weren't truly celebrating the event, they all agreed to come to give Luna support since she would be doing this by herself.

Just then, everypony that was celebrating watch in excitement and anticipation as guards pony came up and started playing fanfare on the trumpets. And then, they watched as Princess Luna stepped up to the stage...but not Princess Celestia.

Everypony's eyes widened as they started muttering about the absence of the Princess of the Sun. Luna then cleared her throat to get everypony's attention. "Citizens of Equestria, before the start of the Summer Sun Celebration I...I have an announcement to make." Luna said after taking a deep breath as everypony looked to her. "I'm...I'm afraid that my older sister, Princess Celestia...will not be participating in this year's celebration."

Everypony in audience all gasped as their eyes widened at the information. Before they could start asking why, Luna quickly spoke up again. "I know you're all wondering about recent events such as Twilight Sparkle giving up her recent title as the fourth princess of Equestria, and the sudden disappearance of my sister...I'm afraid I cannot go into detail as to why they happened being as they are of personal matters, but the aftermath of the events of left my sister..._broken_."

Everypony gave worried looks as they heard about the condition of the Sun Princess, vague as it might be, as Luna kept talking. "She just needs time to herself. I apologize for all of those who had any sort of meeting with her or have one coming up. I'm afraid I don't know when or even if she'll be able to face everypony again. I know it won't be the same without my sister...but I hope you'll accept me taking her place and raising the sun."

Everypony was silent as they watch Moon fly up in between the two statues of the sun and moon and her horn started glowing as she started working her magic. Everypony present watched as the moon started to lower with the sun quickly raising up and filling the land of Equestria with light.

Despite the absence of their Solar Princess, the warmth of light of the summer light couldn't help but bring a small smile to Everypony's face as they watched the Alicorn of the Night bring the sun up for them all to see.

Once the deed was done, the ponies in front of Luna all cheered as she lowered to the ground with the light of the summer sun shining down on them all. Luna couldn't but give a small smile as the ponies in front of her and look and cheer for here.

Luna then gave all the ponies a bow before turning around and walking off the stage. Behind the stage, she saw the Mane 6, Lincoln, and Spike before her as she gave them a smile. "I thank you all for coming. I know the celebration probably means nothing to you now but...its still nice to have your support."

"Anytime Luna." Twilight said as she took a step forward.

"We may not enjoy the celebration anymore, but why ruin it for other ponies." Applejack stated getting a nod of agreement from everypony else.

"And now that that's done I believe we have our own party to get to!" Pinkie Pie said happily while giving her friends a giant smile.

"Oh right, our friendiversery party." Spike said as he put a hand to his head and gave a sheepish smile. "After everything that's happened, I completely forgot about it."

"It'll be nice to have our own little celebration." Fluttershy said quietly with her own small smile.

Just then Rainbow Dash wrapped a hoof around Fluttershy making the yellow Pegasus freeze and her face to go red. "Yeah! Let's get to partying ponies!" Rainbow Dash cheered as the rest of the Mane 6 cheered along with her.

Twilight then looked to Lincoln and said. "You can come to ya know." The purple Alicorn told the white-haired human. "We may not have known each other for so long, but your still our friend and we'd love to have you there."

Lincoln chuckled in response and scratched the back of his head. "Well, I guess I got nothing else better to do." The human said in a joking tone that made Twilight giggle.

Twilight then turned to Luna and told the Princess of the Night. "Would you like to come as well?"

Luna was a bit taken back by this and asked in a quiet and surprised tone. "Really? You want me to come?"

"Well yeah." Twilight reassured the Night Princess as she walked up to the Alicorn of the Night. "This day is special for you to, it's the day you finally came back. I thought it might be nice for you to spend it with us."

Luna hummed in thought as she put a hoof to her chin. "Well, I was supposed to spend the time with the other noble ponies…" Luna began saying making the Mane 6 slump down a bit. But then Luna grinned at them and said. "But your idea sounds a lot more fun!"

Everypony immediately perked up and smiled at the Princess of the Night as Pinkie Pie started bouncing up and down happily. "Oh boy! Oh boy! Oh boy! Oh boy!"

Luna giggled at the party pony's reaction before she frowned a bit and told everypony. "But…before I do, there is one thing I need to take care of." The Night Alicorn told all of them.

"What's that Princess?" Applejack asked with a raised brow.

"…It's…just something I need to do." Luna didn't want to tell them. At the very least not yet. It was just something she had to do. "But I promise I'll meet you there. Where might this celebration of yours be located?"

"Oh, it's at a field just a little bit away from Ponyville." Rarity answered with a smile. We've set up quite a few things over there so it shouldn't be hard to miss."

"Very well then. I shall see you all there." Luna said before she took off into the air, not giving anypony a chance to ask her anymore question.

Luna could now be seen walking down a familiar long flight of stairs. The stairs that led down to the secret study room where her sister as locked herself away from the rest of the world. Luna found herself at the door to the room again and took a deep breath before knocking on the door.

"Sister…are you alright?" Luna asked in concerned tone.

…

Luna was expecting not to receive a response. The Princess of the Night sighed sadly before she put her head to the door and started talking. "I know your hurting sister. And I won't lie, I am angry at you…but don't think for a second that means I hate you or that I don't love you. Because I do. So, so much. I won't come in, and I won't force you to come out. But…I hope that one day, when you do come out, we can go back to being sisters. Remember all the fun we used to have chasing each other around in our old castle and using all the trap doors. I miss that. I hate that all this ruling has strained our relationship. I want us to go back to how things used to be. Sisters."

…

Luna moved away from the door and said one last thing. "I won't give up on you Tia. That's a promise." Luna then turned around and prepared to go back up the stairs. And then-

"Lulu…" Luna's eyes widened and turned around when she heard her sisters voice coming through the door. "How…how after everything I've done…how can you not hate me?"

Luna gave the door a sad smile and said. "Because we're family. Because we're sisters." And with that, Luna went back up the stairs with a single tear going down her face.

Inside the secret study room Celestia was seen with her back against the door and breathing heavily. Her mane covering her face as she shakily got up. She then started to walk towards the other end the room, stumbling a few times, before she was in front of the desk that was next to the chair she spent most of her time on recently.

She looked to one of the drawers and tried using her magic to open it, but the only response she got from her horn was it flickering like a bad light bulb and a few sparks coming out if it. Celestia sighed sadly as she instead used her mouth to open up the drawer and inside found a brown book with gold edges.

And the books title was…

_THE BEST TEACHER IN THE WORLD._

Celestia looked at the book sadly before she used a hoof to gently pick it up and place it on the floor. And when she opened it, it was revealed to be scrapbook…

A scrapbook full of photo's of Celestia and Sunset Shimmer. Celestia looked at each single photo with a heavy heart. She remembered Sunset giving her this as a gift one day before she got her Cutie Mark.

Celestia turned the page to see even more photo's before sniffling and…

Celestia:

_I remember when you were still little._

_My Little One._

_I was the giant who picked you up when you feel down._

_And life was just one funny riddle._

_My Little One._

_We laughed every day as the world went around._

Celestia then found herself looking at a photo she took off herself and Sunset reading a magic book together.

Celestia:

_I was the hero, who gave you a home._

_I was the hero, that gave you some hope._

The Solar Princess then found tears coming out of her eyes as she struggled to keep singing.

Celestia:

_And now everything I gave…I took away._

_My Little One._

_And when you needed me most…all I did…was push away._

Celestia then found herself nearing the end of the scrap book as she used her mane to catch any falling tears so they wouldn't stain the scrap book.

Celestia:

_And now I'm no longer a hero…_

_My Little One._

_Being your mom is far too good for me…_

Celestia then reached the very last page of the scrap book that had a message written on it by Sunset.

_For the mare that has given me everything I have._

_For the mare that made me feel like I had worth._

_For the mare that gave me the ability to smile._

_For my hero._

_Thank you so much Princess Celestia._

_-Sunset Shimmer_

Even more tears flowed out of the Sun Princess's eyes after she read that. But it was one thing she had noticed for the first time that completely broke her. In the corner of the last page of the book was the date Sunset had given her the book.

May 10th.

Mother's Day.

The scrap book was a Mother's Day gift.

After seeing this, Celestia completely broke down as she hugged the book tightly and kept it close to her chest and holding it like it was her lifeline and sobbed loudly.

"SUNSET!" Celestia cried out loudly. "I'M SO SORRY!"

* * *

Luna could now be seen flying across a field near Ponyville looking for the area where the Mane 6 had set up the party for their Friendiversery. Just then the Princess of the Night spotted an area that had tables filled with food and drinks as well as balloons and streamers being set up around the area.

"That must be it." Luna said as she changed her flight path to head towards the party area.

The Mane 6, Lincoln, and Spike were enjoying themselves at the party they all sat up and were currently just either dancing around her simply enjoying each other's company. Just then they heard the sound of wing flapping and with Rainbow Dash currently dancing around, they looked up and smiled to see Princess Luna approaching them.

"Hey Luna!" Everypony said in unison as they Night Princess landed in front of them.

"Hello everypony. I hope I'm not late." Luna said as she approached everypony with Lincoln walking up to her and holding two cups of punch.

"You're right on time." Lincoln said as he handed a cup to Luna who took it with her magic and happily took a drink from it.

"Alright! Let's get this party kicking!" Pinkie cheered as she suddenly pulled her party canon out of her mane and used it to fire a blast of confetti into the air.

Everypony laughed happily in response as Twilight sighed happily and said. "This is nice. I'm really glad we did this." Twilight said while looking to all her friends.

"Here! Here!" Everypony cheered in agreement.

"Ya know, I know I haven't been here that long, but so far, I've enjoyed being here with ya guys." Lincoln told everypony as they all smiled at him. Lincoln then raised up his cup and cheered. "No even more adventures!" Everypony cheered in agreement…when suddenly everything shook.

Everypony stomped and stood silent for a moment after that happened. It was a small shake, but it was noticeable. "You guys felt that to, right?" Rainbow Dash asked everypony with a confused expression.

_RUMBLE!_

"Ok, ah definitely felt that one." Applejack said as the earth shook more violently that time.

_RUMBLE!_

"What going on?" Fluttershy asked in a fearful tone.

As everypony started wondering what was going on, suddenly a bright blue light started shining in the sky. And then…

_BOOM!_

Suddenly, with a burst of energy…a portal opened up in the sky.

Everypony watched in amazement as a portal exactly the same as the one Twilight opened the day Lincoln came to Equestria opened up in the sky.

"Woah! Is-Is that?" Spike asked with confusion.

"A portal." Lincoln finished for him as he recognized the thing that brought him to this world.

"But…how did it open?" Luan asked with completely confusion in her voice.

Before anypony could answer, they watched as suddenly a blur came out of the portal and crash just a few yards away from them. And the second whatever the blur was came out, the portal quickly closed up.

Nopony brought any attention to the portal closing as they ran to what came out of it. "What was that?!" Twilight yelled as they approached the cloud of dust that appeared when the blur landed.

"Not sure…better stay back. There's no telling what it could be." Luna said with seriousness as she and Lincoln stepped up with the former readying her magic and the latter going for his wrist.

But just then, Lincoln's eyes widened when he heard a familiar voice coughing from inside the dust cloud. Just then his face turned to one of pure surprise as he saw an outline of someone through the dust. "Hold on…is that…"

Just then the dust completely cleared to reveal someone that made Lincoln silently gasp and for everypony else's eyes to widened and look up in surprise.

Standing before them was another human! And she was extremely tall standing at 7 feet and 6 inches. She had free flowing silver hair that went past her butt and she wore pink pearl earrings and had ocean blue eyes. She wore a short-sleeved azure blue tank top that showed off her belly and skintight short jeans. She had sparkly silver kitten heel shoes and long bronze colored socks that went halfway to her knees.

The girl coughed a few times before looking forward and gasping when she saw Lincoln. A giant smile came to her face as she loudly spoke up with her voice having a light Japanese accent.

"LINCOLN!"

"WENDY! WHAT ARE YOU DOING HERE?!"

* * *

_**Know how's that for a end chapter surprise :D. I've discussed this idea a lot with my friend Petrus and now I'm putting it into motion. So look forward to another character from Loud 10 coming into the pony-verse! So look forward to the next chapter...**_

_**"Wendy Yoroi"**_


	16. Wendy Yoroi

**_Alright everyone! Sorry the chapter isn't to long, but all this chapters purpose is, is to introduce a character into the story and not much else. I didn't think it would be long and hey, it wasn't. Just something short and sweet so I hope you enjoy._**

* * *

"WENDY! WHAT ARE YOU DOING HERE?!"

Lincoln shouted as he and everypony else witnessed the sight of the 7-foot 6-inch girl suddenly appear before them in an identical manner to when Lincoln appeared from the portal…only without bringing along a vicious killer alien.

Everypony watched as the Japanese girl looked at Lincoln which sparkling eyes and a giant smile. Everypony's eyes shifted around awkwardly between Lincoln and this other woman named Wendy before Applejack decided to speak up. "So, uh, is she just gonna stand there or-"

"LINCOLN!" Wendy shouted again as everypony watched as she suddenly appeared in front of Lincoln and wrapped him up in a giant bear hug and burying his head in her chest. A few ponies winced as they heard some of Lincolns bone crack when Wendy hugged him.

"LINCOLN!" Wendy shouted once more as she nuzzled her face in his hair and cried a few tears of joy over seeing the Loud boy once again. "I'VE MISSED YOU SO MUCH!"

Lincoln face was apple red due to his face being in his girlfriend's chest, and while he was received many, MANY hugs over the years of being with her, they still didn't fail to take his breath away…literally. But despite all of this, Lincoln managed to wrap his arms around Wendy and pat her back while letting out. "I've…missed…you…to…"

Everypony simply watched as Lincoln was smother by affection from this new human and couldn't help but not look away. Princess Luna moved her head a little closer to everypony as she whispered. "Should…we help him?"

"I'm not sure." Spike answered slowly as the rest of them simply shrugged. The only exception to the group of ponies that wasn't just watching awkwardly was Pinkie Pie as she looked at Wendy with a big smile and was bouncing up and down excitedly.

"Oh boy! Oh boy! Oh boy! Oh boy!" Pinkie said with each bounce she made. "Can you believe it?! Equestria has another human! And she's soooooo taaaaaaaaall!" To emphasize her point, everypony watched as Pinkie's neck suddenly stretched upwards like elastic before snapping back down into its normal place on the pink pony.

"Ok, but _how _did she come here?" Twilight asked what she thought was the important question. It was obvious she didn't come from the mirror human world Sunset Shimmer was in both due to the portal Wendy came out of and the fact the mirror wasn't active…for now. So, Twilight could assume that she came from the human world Lincoln was from. Especially because…

"Well it seems Lincoln knows her." Rainbow Dash said with a chuckle as she watched the situation Lincoln was caught in and it was obvious he would have a very hard time trying to escape.

"Sh-She's s-s-so b-big." Fluttershy stuttered as she hid behind Rainbow Dash and peaked on eye at Wendy. This human girl just completely towards over them that it was frightening to the yellow Pegasus…then again there wasn't to much that _didn't_ frighten her.

"I do hope Lincoln's ok." Rarity said with concern in her voice. "That other human is really holding onto him rather tightly."

And sure enough, Wendy still had Lincoln in a very tight hug as the Japanese girl continued to snuggle up to the shorter boy. But at this point, Lincoln really needed to get some air, so he started lightly slapping Wendy back and tried to talk to girl giving him a strangling hug. "Wendy…please…need…breath…" Lincoln managed to let out as his face went from red to blue.

Wendy's eyes widened as he looked down and saw the condition Lincoln was in and gasp as she quickly dropped Lincoln down on the ground leaving the Loud boy on his knees and taking deep heavy breathes. "I'm sorry!" Wendy cutely squeaked out as Lincoln managed a chuckled as he started to regain air.

"Its…fine." Lincoln said in between breathes as he looked up at Wendy with a smile. "I should…really…be used to it…by now."

Before Lincoln could say anything else, Wendy bent down and grabbed his shoulders and helped Lincoln up by yanking him into the air and setting him down gently on his feet. Once Lincoln was standing up and had air in his lungs again, Wendy pulled him into another hug. But this one much gentler and sweetly that made everypony watching smile as Wendy put a hand behind Lincolns head and pulled him close with her other hand wrapping around his torso.

"I really did miss you." Wendy said quietly as Lincoln happily returned the hug and wrapped both of his arms around Wendy.

"I missed ya to." Lincoln said sweetie as they both embraced each other in silence for a moment.

After a minute, they heard a throat clearing and separate and looked backed to see everypony watching them. Lincoln smiled at them while Wendy froze and stared at the group of ponies with widened eyes.

Princess Luna was the one that cleared her throat as she stepped forward. "We apologize for interrupting your reunion, but Lincoln, would you mind telling us who this is?" The Princess of the Night asked as they pointed a hoof to Wendy as the Japanese human continued to stare at the ponies.

"Oh, sorry guys. Let me introduce you to my girlfriend, Wendy Yoroi." Lincoln introduced as he wrapped an arm around Wendy and looked up at her with a smile.

"Oh! So, this is your special somepony?" Rarity asked with a smile as she stepped up the human female.

"She's, uh, she's a big girl." Applejack said as she adjusted her Stenson hat and looked up at Wendy and couldn't help but be amazed at how tall she was. Especially compared to another human like Lincoln. Did all human females get that tall?

"Hehe, yeah. And I wouldn't have it any other way." Lincoln said sweetly to his girlfriend while hold her close.

"Aaaaaw." Everypony said in unison with the exception of Rainbow Dash who made a gagging sound and motion while pointing a hoof to her mouth.

Before any pony could speak up, suddenly Pinkie Pie bounced up to be eye level with Wendy's face. "Hi! I'm Pinkie Pie! And welcome to Equestria! I can't tell you how super-duper exciting for _another _human to be in Equestria! I just know we're going to be the bestest friends!"

Everypony then smiled at Wendy…but then raised a brow as they saw that Wendy was still standing there frozen with her eyes focused on the group of ponies in front of her.

Spike turned to Lincoln and asked. "Uuuuh, is she ok?"

"Uh-oh…" Lincoln said quietly as he knew that look from Wendy and has seen it plenty of times before…as well as being on the receiving end and what happens afterward. "You all might wanna, um, brace yourselves."

"What do ya mean?" Applejack asked with a confused tone. Before anypony could question anymore, Wendy finally spoke.

"You're all so…so…so…so…so…" Just then they watched as Wendy gained a gigantic smile on her face as her eyes breamed brightly and sparkled. "CUUUUUUUUUTE!"

Before anypony could react, suddenly the Mane 6 were wrapped up into a giant bear hug by Wendy similar to how Lincoln just was with Twilight, Applejack and Rarity wrapped up in Wendy's right arm and Rainbow Dash, Fluttershy, and Pinkie Pie wrapped up in her left.

Luna and Spike were sparred by Wendy's hugging spree as they watched the Mane 6 struggle and start choking due to Wendy's hug. With the exception of Pinkie Pie who instead smiled and cheered "Yaaaaaaay!" And happily, hugged Wendy back.

Spike and Luna gave the Mane 6 worried looks and winced as Wendy happily squeezed them. "Glad I'm not part of that." Spike said with relief for not ending up in the group of ponies Wendy had in her arms.

Luna then walked over to Lincoln as he watched the scene with a smirk on his face and crossed arms. "Um, Lincoln are they…going to be alright?" Luna asked with concern as she looked back to Wendy with the Mane 6 in her arms and winced again.

"Well…" Lincoln began saying with a thoughtful tone. "If she takes it too far, I'll step in. Wendy can be pretty…_affectionate _when it comes to cute things."

"AAAAAAHHH!" Wendy squealed happily as she pulled the ponies closer to her. "YOU'RE ALL ADORABLE CANDY COLORED PONIES!"

"Yep!" Pinkie Pie said happily as she was the only pony who could still breathe and not be crushed by Wendy's immense strength. The pink mare leaned deeper into the hug and laughed. "And you seem to be a big strong hugger!"

"YOU'RE ALL SO CUTE AND CUDDLY AND FLUFFY!" Wendy squealed again as the ponies other then Pinkie all struggled to breathe with a few of their bones being heard cracking.

"Ack! To...tight!" Rainbow Dash chocked out as she tried flailing her wings and hind legs to try and escape the death hug.

"Can't…breathe…" Fluttershy squeaked out.

"D-Darling…please…let..us…go…" Rarity begged as her face started turning blue.

"Can't…break…free…" Applejack said in surprise as even her immense strength was proved no match for Wendy's. Seriously, were all human females like this?!

"Lincoln…help…us!" Twilight screamed as loud as she could as even, she was unable to use her magic due Wendy's vice-grip of a hug. Twilight would honestly bet that Wendy's strength could rival or even surpass a fully-grown dragon.

Lincoln sighed in amusement and walked towards his girlfriend giving his pony friends a way to strong bear hug and said. "Alright Wendy, you had your fun. Let them go so they can introduce themselves."

"Aaaaw, just a few more minutes!" Pinkie Pie said as she didn't want the hug to end.

"NO!" The rest of the Mane 6 said in unison.

Wendy then looked up to Lincoln and gave her boyfriend a pouty face. "Damare! Yaritai koto o sa sete kudasai!" The girl yelled in Japanese.

"Wendy…" Lincoln said in a warning tone before speaking Japanese at her himself. "Anata wa sorera o oku ka, isshūkan dakishimemasen."

"Do you have any idea what they're saying?" Spike asked Princess Luna in confusion. However, Luna's only response was a headshake as she herself had no idea what language the two humans were speaking.

Wendy puffed up her cheeks and grumbled. "Ī yo ōkina imi." Wendy then proceeded to release the Mane 6 from her hug leading to them falling on the ground.

"Oh, thank God!" Twilight said in relief as oxygen filled her lungs again, while also using the human terminology Lincoln taught her instead of what she usually said for all her life.

"Aaaw." Pinkie said in a saddened tone.

Rainbow Dash looked up at Wendy and glared at her as the blue Pegasus regained her breath. "Never…do…that…again!"

Wendy stuck her tongue out cutely in response. "Sorry." Wendy said before giving a small smile. "I couldn't help you. You're all just so cute!"

"Heh, well thank you darling but there are other ways to compliment ones looks besides…strangling." Rarity said with a sheepish smile as she was busy fixing her mane.

"Geez, not only a big girl, but a strong one to." Applejack commented as she stretched her body out to get everything back into place.

Fluttershy let out a little whimper as she hid behind Rainbow Dash and peaked a little bit from behind her fellow Pegasus. "S-S-S-She's k-k-kinda intimidating." The shy Pegasus whimpered as Wendy looked to her making Fluttershy squeak a bit.

Wendy then got on her hands and knees and looked at Fluttershy with a small but sweet smile. "Aw, I'm sorry. I didn't mean to scare you. I'm not gonna hurt you." Wendy said in a gentle tone as Fluttershy whimpered in response and never leaving from behind Rainbow.

"Um, excuse me." Twilight moved her head to the source of the voice and saw Twilight Sparkle walking up to Wendy. "Hello there, I believe a proper introduction is needed. I'm Twilight Sparkle and these are my friends Applejack, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, Spike and Princess Luna."

The pony, or dragon in Spikes case, all gave Wendy their own greeting when Twilight called their names. Wendy then stood up straight and gave everypony a 90-degree bow and said. "Its very nice to meet all of you! My name is Wendy Yoroi!"

"Well Wendy, welcome to Equestria!" Twilight welcomed Wendy with a big and warm smile of her own.

Wendy let out a giddy laugh in response. Before turning to Lincoln with sparkling eyes and a wide smile. "So, this whole time you've been in a universe with talking ponies?!" You could practically feel the positive energy leaking off Wendy right now.

"Hehe, yeah I thought you'd like that." Lincoln chuckled while scratching the back of his head. "That portal that opened up and sucked me in was actually something Twilight opened up due to testing out a new spell of hers."

Hehe, sorry for that…again." Twilight apologized sheepishly.

But to Twilight's surprise, Wendy let out a 'pfft' and waved it off. "Oh, don't sweat it. Stuff like that happens to us all the time."

"Well…wasn't expecting that kind of response." Applejack said awkwardly with everypony else nodding in agreement.

Wendy simply giggled in response before she realized something and looked to Princess Luna. "Wait, did Twilight say your name was Luna?"

"Um, yes." Luna said with a sheepish smile.

Wendy lightly laugh as she looked to Lincoln with a smirk. "That must be awkward sometimes huh?" Wendy commented due to Luna also being the name of Lincoln's 18-year-old Rockstar sister.

"Especially during some moments." Lincoln muttered while averting his eyes from his girlfriend.

"So, wait, hold on, before anything else." Rainbow Dash interrupted as she floated up to Wendy's face to be eye level with her. "How exactly did you get her?"

"Hey yeah, how did you do that Wendy?" Lincoln asked with curiosity. He had a few thoughts of how Wendy ended up in Equestria, but he would like a proper explanation.

"Yeah. How did you open your own portal?" Twilight asked as her infinite curiosity on subjects like this took over as she used her magic to make a notepad and quill appear so she could write this down.

"Well, it went like this." Wendy began her story as everypony gave the Japanese girl their full attention. "When Lincoln disappeared through the portal, we all worked like crazy to try and find where you were or at least find a way to bring you back to us or go to you."

"We were able to collect a mysterious energy that radiated from the portal and see if we could use it to somehow open up the portal again and get you back. And when you were finally able to contact us, man were we ever relieved. I almost had a heart attack when I saw Lincoln's number calling me. And not long after that, we had a breakthrough with the portal finding. We were able to use the energy to create another portal…but only for a few seconds…and only for one person."

"So, after some talking…well…more like arguing and tedious debating, we all decided on me coming here. And now here I am."

When Wendy finished, Rarity gave a big warm smile to Wendy and said. "So, you traveled universe just to be with your special somepony. That's so romantic darling!"

Wendy giggled again and gave Lincoln a smile that made him blush. "Yep! I just missed my little cuddle bunny so much."

"Wendy…not in front of them." Lincoln groaned in embarrassment as his face went lava red.

"Ahahahahaha! Cuddle Bunny!" Rainbow Dash laughed out loud while holding her stomach. "Oh man, I'm never letting you live that one down."

"Rainbow Dash…" Lincoln growled through his teeth.

"Well I think it's adorable." Fluttershy said with a sweet smile.

"Oh! And before I forget!" Wendy said as she grabbed the strap on her shoulder and took it off to reveal a big backpack that seemed to be filled to the brim in each pocket with stuff. "I brought a bunch of stuff back with me I thought you would like."

Lincoln perked up and seemed to forget about his embarrassment as he looked at the backpack Wendy had. "Like that?"

Wendy gestured him to come forward which he and everypony else did as Wendy sat down and set the backpack in front of her and opened it up. Lincoln's eyes sparkled as he saw that inside was a bunch of stuff from back home from his game consoles, both home and handheld, various games, movies, his laptop and a few other goodies. "Oh sweet! Wendy you rock!" Lincoln said with gratefulness and excitement as he grabbed his laptop.

Wendy set her boyfriend a wink and said. "It's what I do."

"What is all that stuff?" Applejack asked with curiosity as she and everypony else eyed the device and various other stuff in the backpack. Although Twilight could recognize a few things inside the backpack from the human world.

"It's a bunch of stuff from my world." Lincoln said in a tone that a child would have a Christmas morning. "My laptop, consoles, movies, handheld, videos games."

"Not just that." Wendy said as she grabbed the second zipper on the backpack. "I also brought you these!" Wendy then opened up the pocket and-

"MY ACE SAVVY COMICS!" Lincoln said with even more newfound excitement as before him were a bunch of comic books of his favorite superhero Ace Savvy.

"Wait, did you say comics?" Spike said with a smile as he walked forward and grabbed one of the comics and took a good look at the cover. "Who's Ace Savvy?"

"Only the greatest superhero of all time!" Lincoln said as he faced Spike with an enthusiastic smile. "He and his partner One-Eyed Jack work together to keep the city safe from crime while also trying to keep their identities a secret from the public and their loved ones."

"Woah! That sounds awesome!" Spike said with newfound excitement as he looked at the pile of comic books. Spike was a big comic fan himself as he was a huge power ponies' fan. He then looked towards Lincoln with a sheepish smile and asked. "Would you, uh, mind if I read them?"

"Go ahead!" Lincoln said with a smile and thumbs up. "Always happy to make a new Ace Savvy fan and have someone to talk to about the series."

"Awesome!" Spike cheered as he opened up the comic in his claws and started reading.

Twilight looked at all the stuff Wendy brought and smiled as an idea came to her head. "You know, maybe you two can show me how to use all this stuff so I can get a better understanding of humans and their culture."

"That sounds like a great idea Twilight." Princess Luna complimented as she seemed to be looking at the device Lincoln and Wendy called a 'laptop' with curiosity.

"Oooo! That sounds like a lot of fun!" Wendy was right on board with the idea as she clapped her hands. "Oh! I wonder what anime I should show you first?"

"What's an…anime?" Twilight asked with a raised brow.

"We have much to discuss." Wendy told Twilight while patting the purple Alicorns head.

"Sounds like y'all already have a lot of plans." Applejack said with an amused smirk as she simply witnessed everypony in front of her talking about all the stuff Wendy brought.

"I assume Wendy's gonna be staying with you and Spike at the library?" Fluttershy asked as she looked at one of the video games that Lincoln and Wendy spoke off names 'Super Smash Bros Ultimate.'

"I don't see why not." Twilight said before looking to Wendy and Lincoln. "If that's ok with you two of course."

"You know I'm ok with it." Lincoln said immediately afterwards. And with that said, Wendy pulled Lincoln into another loving hug.

"I'm more then happy with that!" The Japanese girl said happily.

"Well, that was settled quickly." Rainbow Dash said as she took a look at a movie called 'Dragon Ball Super: Broly' but then the rainbow themed Pegasus eyes widened as she couldn't help but notice the lack of a certain pink pony with endless energy. "Hey, hold a minute, where did Pinkie Pie go?"

Everypony's eyes widened as they looked around for the pink mark when-

"_GAME OVER!"_

"Aw man!" Everypony then looked to the side and saw that Pinkie Pie was actually a little bit away from them and playing Lincoln's handheld console. "I got dead again. This game stinks."

Pinkie then crossed her hoofs and pouted as everypony look at each other and started laughing in response to the party pony. Lincoln then got up and walked over to the party pony and picked up his handheld. "Ya know Pinkie, I figured you'd be busy planning a 'welcome to Equestria' part for a certain someone." Lincoln said as he gestured his head to Wendy who seemed to be having a conversation with Rarity.

Pinkie then looked to Wendy and let out a gasp so long that it somehow lifted her off of the ground. "I can't believe I almost forgot!" Pinkie said after she stopped gasping and landed on the ground on all four hooves. "I gotta get party planning stat!"

Before Lincoln or anypony could say anything more, suddenly Pinkie made a beeline back to Ponyville and leaving a pink blur and a dust cloud shaped exactly like Pinkie Pie behind.

"Woah! Where's Pinkie going?" Wendy asked with curiosity.

"Knowing Pinkie, she's probably off to plan your welcome to Ponyville party." Rarity said in a little bit of an upset tone. She and Wendy were just having a discussion of the fashionista mare making cloths for the tall human girl.

"Aw, she doesn't have to do that for me." Wendy said modestly, not wanting to think her being there was any sort of special event or big deal.

"Heh, good luck convincing her that." Rainbow Dash said as they've had plenty of experiences of ponies and other creatures not wanting to be part of a Pinkie party and always end up being a part of one.

"I'd just go with it." Lincoln said with a smile as he walked up to everypony. "You learn to get used to everything that goes on here and even really enjoy it. I did and I know you will."

"Yeah! In fact, why don't we take you to Ponyville Wendy and get you settled down." Twilight suggested as everypony cheered in agreement.

"Ponyville?" Wendy said with sparkles in her eyes. "You mean theirs an entire town full of even more talking magic ponies?"

"Not just Ponyville." Princess Luna explained as she walked up to Wendy. "The land of Equestria is full of ponies as well as other creatures."

"EEEEEEEH!" Wendy squealed loudly making everypony cover their ears in response. "I love it here already! It's like those comics Lucy showed me!"

"…Lucy showed you those?" Lincoln said in surprise as he was unaware his younger sister showed his girlfriend something, she tried to keep secret under any circumstance.

"Come on! Let's go now!" Wendy cheered as she gathered everything up in the backpack, including the comic Spike had.

"Hey! I was reading that!" Spike complained to Wendy. He was especially upset as it was just getting to the really good part."

"Don't worry Spike, you can finish it when we get home." Twilight told him as Spike grumbled angrily and crossed his arms.

"Well, I hope everything goes well for all of you." Princess Luna said as everypony turned to her. "I'm afraid I must be going. I thank you all so much for inviting me here. And Wendy, it was a pleasure to meet you. Hopefully we'll get to know each other more."

"That sounds great!" Wendy said with her usual sweet and happy tone.

"Goodbye Princess Luna!" Everypony said in unison as the Night Princess gave them a bow before taking the skies and flying back to Cantorlot castle.

"Alright everypony, better get a move on." Applejack as Rarity walked up to her marefriend with puppy dog eyes.

"Carry me?" Rarity asked in a baby voice.

"…" Applejack was silent for a moment before smiling and sighing and lowered herself so Rarity could climb on her back. "Hop on ya little princess."

"And I'm happy I'm your little princess." Rarity said sweetly before climbing on top of Applejacks back. Thankfully due to Applejacks strength from years of working on the farm, Rarity practically weighed as much as a pillow.

"Aaaaaw!" Wendy said as she watched the earth pony carry the Unicorn on her back. Just then a devious smirk as she looked to her boyfriend.

Lincoln noticed this and his eyes widened as he could tell what Wendy was thinking. "Wendy, don't you da-" But Lincoln's plead were for not as Wendy easily lifted her much shorter boyfriend up and wrapped her arms around his stomach and held him close to her.

Lincoln groaned in blush as he said. "Come on Wendy, really?" The Loud boy said in embarrassment.

Just then Rainbow Dash flew in front of Lincoln and gave him a teasing smirk. "What? I figured you'd be used to this _cuddle bunny!" _Rainbow said before bursting out laughing as Lincoln growled at her.

"Rainbow Dash. That's not very nice." Fluttershy scolded her fellow Pegasus in her usual Fluttershy way.

"But it is funny." Rainbow said as she kept giggling to herself.

Lincoln grumbled again as Wendy giggled. "Oh don't worry about her." Wendy said in a reassuring tone as he held Lincoln closer to her. "I know you enjoy this."

"…Yeah." Lincoln quietly admitted with an apple red face.

"Now come on! I wanna go see a town full of ponies!" Wendy said in an extremely positive tone with Lincoln chuckling in response.

Lincoln then looked at the ground as a small smile came to his lips as he quietly said. "I'm really glad you're here Wendy."

Wendy looked down as her boyfriend and gave him a kiss on the forehead and responded with. "I'm glad I'm here with you." And with that, the two followed their pony friends to the town of Ponyville with Wendy more then ready to see the town and meet all the ponies living it in.

* * *

**_And there we go! I hope you all enjoyed it!_**

**_Now as I'm sure many of you know, Friendship is Magic just ended with the last episode airing yesterday. But to be honest...I'm not really sad. Just because the tv series is over doesn't mean its completely ending. Not even close. Theirs still so much going for it like comics, re-watching the series, Equestria Girls (my personal favorite out of everything Friendship is Magic, even more then the actual series, #Princess-Sunlight for life) fanfiction like this one, and fanart, and so much more._**

**_Also my thoughts on the finale episode..._**

**_For those of you wondering, I released a full review on my Devianart on my thoughts on the last episode. But for those of you who don't wanna check it out or can't for some reason I'll just summarize my feelings for it here._**

**_To quote Spinel...  
_**

**_"That's right I've heard the story don't really like how it ends!"_**

**_...Yeeeeeah. The final episode...just felt like kind of a disappointment for me._**

**_But hey, let's not focus on the negatives. Like I always say, if you don't like something in canon, just write fanfiction and make your own! And that's what I intend to do! So remember to fav, follow, and leave a review and stay tuned next time for..._**

**_"Castle Mania"_**


	17. Castle Mania

_**Hello Pony fans. And for those of you wondering, don't worry I'm still hard at work on the 2nd part of the Halloween special. Don't worry the next 2 parts will be up before the end of the month. But anyway, I want to make one thing clear, I've stated that I'm not doing every episode, but just because I don't do it doesn't mean the episode never happens, it just happens off screen, once again except for episodes that wouldn't make sense to happen given the things shown in this story such as Simple Ways. Like I said, I'm mainly gonna be doing episodes that either are important to the overall story, or that I really like along with the occasional OC chapter. And of course theirs the Equestria Girls arcs which I will be doing all the movies, specials (aside from Forgotten Friendship due to Wallflower befriending the group in the first EG arc) and even more. So with all that explained, I hope you enjoy the chapter**_

* * *

It's been two days since Wendy came to Equestria and to Ponyville and so far, things have been great. Wendy's incredibly positive attitude fit so well in with all the other ponies, and thanks to Lincoln, the ponies in town got used to her fast. However, they were still baffled by the silver haired girl's height.

And Wendy was possibly rivaling Pinkie Pie in pure happiness in positivity from being here. The entire Mane 6 and Lincoln had to restrain her from hugging every single pony she saw. And it didn't help that nearly everypony in town came to her welcome party Pinkie threw her to which Wendy saying Wendy enjoyed herself would be the understatement of the millennium.

And of course, she got along with Mane 6 really well. She was easily able to help with AJ's farm work due to her immense strength…although Applejack has to keep her from apple-bucking due to Wendy accidently uprooting a tree with a single kick.

While Fluttershy was still intimidated by her size, Wendy shown herself to be more of a gentle giant that sometimes doesn't know her own strength. So, the shy Pegasus was getting used to her.

Rarity, similar to Lincoln, quickly went to making cloths for the girl. Rarity found making cloths for humans to be a new and interesting challenging and Wendy proved no different. Especially due to the girl's height.

Rainbow Dash had plenty fun teasing Wendy and Lincoln about their relationship, but it was all in good fun. Plus, whenever Rainbow Dash tried to pull any jokes on them like zapping them with a small lighting cloud, Wendy's reflexes always won out in the end.

And with Twilight, Wendy wasn't kidding when she said she would discuss anime with Twilight. Thanks to Discord magic, who was there at Wendy's party doing…Discordy things, he made the devices Wendy brought her work with his magic similar to what he did with Lincolns phone.

And when Wendy showed Twilight…well…Lincoln found them the next morning having binged anime all night with no sleep. So needless to say, Wendy had gotten Twilight hooked on Japanese entertainment.

But that was then, this is now. And currently, Twilight was at her desk in her room of the Golden Oak Library with books surrounding her. Normally that would be a pretty basic Twilight thing to do, but Twilight had a clear thing she wanted to learn about in her books and so far, she wasn't finding any information about it in any of the books in her library.

Twilight had just finished going through another book and let out a frustrated growl as she picked up the book with her magic and tossed it across the room. And right on time for Spike to walk in with a feather duster and for the book to the hit the duster and causing all the feathers to fall off.

"What's wrong Twilight?" Spike asked as he fully came into the room.

Just then Lincoln poked his head inside and asked. "Still no leads huh?" The white-haired boy asked as he stepped fully inside the room.

Twilight sighed in irritation as she threw her hooves up in the air. "I've gone through every book in Ponyville guys, and there isn't a single mention of the mysterious chest that came from the Tree of Harmony, or anything about keys to unlock it. But something tells me that opening it is pretty important."

"Well mysterious chest coming from giant destiny tree would equal something at least a little bit important." Lincoln said with a smirk as he tried to calm Twilight down with some humor.

Twilight didn't response and flew up to a big wobbly stake of books and looked to Lincoln and Spike. "I just hope Princess Luna has some ideas. If the library in Canterlot doesn't have anything, I don't know where to look." Twilight said as she levitated the book from the top shelf up and took a brief look inside before putting it down.

However, this caused the already wobbly book tower to fall over. While Lincoln was able to step back in time, Spike wasn't so lucky and ended up being buried in books.

"Timber." Lincoln said with a chuckle.

Spike then poked his head out of the books he was buried in with Twilight levitating the book right on top of Spikes head. But when Twilight did this, Spikes cheeks suddenly puffed up as the young dragon let out a belch of green fire which turned into a scroll.

Twilight smiled and grabbed the scroll with her magic and opened it up and gave it a read. "_Dear Twilight Sparkle, I have given some thought into the subject and I believe there is another place you will be more likely to find answers, and its much closer to Ponyville. As you know, that ancient castle that I once shared with my older sister lies mostly in the ruins deep in the Everfree Forest. But if you look carefully, you may find a book that could prove helpful in your research hidden somewhere in that left of the castle library."_

"Well then its settled." Twilight said with an excited grin as she rolled up the scroll. She was more then excited to check out the library in the old castle, but Spike…not so much…

"Y-Y-You m-mean we're g-g-g-going to t-t-the o-old castle d-deep in the E-Everfree Forest." Spike asked with shaking and stuttering fearfully.

"Relax Spike, its just an old castle." Twilight said with reassurance as she walked out of her room with Spike and Lincoln following close behind.

"Yeah, and besides, thanks to living with my sister Lucy stuff like that doesn't really spook me anymore." Lincoln said as so far, the only thing that still manages to scare him to this day, and probably will forever, is his sister Lucy popping out of nowhere. Even after all these years and hero work, nothing gets him to scream more then Lucy's sudden appearance.

Spike gulped in fear as he asked. "H-Hey, w-where's Wendy?"

"With Rarity and Fluttershy." Lincoln answered as the three of them walked outside. "Rarity said she need their help for something."

"Enough chit chat boys." Twilight said as she looked back at them. "We got an ancient library to check out."

"Yes ma'am." Lincoln and Spike said in unison as they followed Twilight into the Everfree forest.

Much later, the three of them were now inside the old castle of the two sisters and Twilight let out a loud excited gasp as they found themselves in the castle's library. "Wow! Look at all these ancient books." Twilight said as she started flying around the room and looking at all the books. "It's veritable gold mine of information! I can't believe it! Woo-hoo!"

Lincoln and Spike stepped further into the room as they looked around the room with Lincoln noticing all the cracked stone, holes in the walls and ceiling, and of course the dust and cobwebs. "Sheesh, father of time went nuts on this place." The Loud boy commented with Twilight not hearing and simply continued to fanmare over the books.

Meanwhile Spike ended up walking through a spider web and tripping and found himself under a large broken statue of an Alicorn causing him to scream in fright. "Heh, heh. So, Twilight. Uh, ready to head home?" Spike asked as the old castle had already given him more then enough scares for the next year.

"Are you kidding? This place is perfect!" Twilight said as she already set up a pile of books with one of them open in front of her.

"Spike relax. Its just an old castle. It can't hurt you." Lincoln said as he looked to his arm and saw a spider crawling up it. "Just watch out for the spiders." Lincoln then swatted the spider off his arm.

* * *

A little bit away from the castle, none other than Rarity, Wendy, and Fluttershy walking through the Everfree forest and towards the castle of the two sisters. Fluttershy had also brought Angle Bunny with her and was currently perched on top of Wendy's head with Wendy holding Fluttershy in her arms like a stuffed animal. And give their location and where they were heading, Fluttershy didn't mind as being held by Wendy made the shy Pegasus feel a little safer.

Still, that didn't completely stop Fluttershy's worries. "Uh, Rarity, don't you think it's a little late in the day to be walking through the forest? It is Star Spider season, after all."

"Aaaw, don't worry Shy." Wendy reassured the Pegasus in her arms with her usual smile. "Everything will be fine. Although I am curious as to why you asked us out here with you Rarity. I figured you'd ask Applejack first."

"Well I actually did ask my darling Apple first, I'm afraid she was busy today with Rainbow Dash in some daring competition." Rarity said as she remembered Applejack telling her that she and Rainbow were competing to be the most Daring Pony today. "But I do have a good reason for bringing you two out here and it is simply thee _most _important reason I've ever had in my entire life."

"Oh! Well then we're happy to help!" Fluttershy said as she perked up a bit. "What is it?"

The three of them then walked out of the forest area and came across a bridge that led to a path leading to the Castle of the Two Sisters. "I've heard rumors that the Castle of the Two Sisters is filled with the most gorgeous of ancient tapestries in all of pony history." Rarity said as she started to walk across the bridge. "It pains me to think of those magnificent creations rotting away in those told ruins, totally unappreciated."

Fluttershy, Angel, and Wendy all looked to each other before giving Rarity a deadpanned look. "I see." Fluttershy said as the three of them followed Rarity.

"I require your two's help in borrowing one or two to bring back to the boutique where I can restore them. Maybe I'll even use the patterns as the inspiration for a new line." Rarity finished explained as she crossed the bridge and looked back at the three behind her with a big excited smile.

"I guess…that's important." Wendy slowly said as she, Fluttershy, and Angel gave Rarity an indifferent look.

"Yes, well, maybe not thee most important thing in my _entire_ life, but the retro-ancient classical will be all the rage next season so its nothing to sneeze at." Rarity told them and as if on cue Angle hopped past Rarity with his ears tickling Rarity's nose making the Unicorn sneeze.

The three of them approached the castle causing Fluttershy to flinch as she back into Wendy as much as she could as the Japanese girl held her close. "Um, are you sure you need those tapestries?" Fluttershy asked in a fearful tone.

"But of course." Rarity insisted as she stepped forward. "Although, I must admit these ruins are a fright." However, Rarity's concern was less of the creepy appearance of the ruins and more of, "There's dirt everywhere." The dirt on her hooves.

Just then Angel Bunny hopped forwards inside the castle causing Fluttershy to gasp as she called out to her bunny. "Angel!" Fluttershy then freed herself when Wendy's arms as she ran after the bunny.

"Fluttershy! Wait!" Wendy yelled as she ran after the yellow Pegasus. Wendy had a bit of a…fear of old and creepy places such as this and having Fluttershy in her arms helped ease her a bit.

When the three were inside, Rarity gasped and looked up as two large tapestries depicting Luna and Celestia were right in front of them. "It's practically an artistic treasure trove of ancient taste!" Rarity said excitedly.

"H-Hehe, y-yeah. Really." Wendy said quietly as she took a look around the ruins of the castle causing a chill to go up her spine. It didn't help that the sun was starting to set.

Just then the three of them heard the sound of thumbing and looks to see Angel at one of the doorways in the room looking at the group and stomping his foot up and down impatiently. "Angel!" Fluttershy happily let out as she quickly ran to Angel and got to eye level with him. "You shouldn't run off like that. Ancient ruins are filled with all sorts of things that can hurt you."

Angel simply rolled his eyes as he gestured for Rarity to follow him to which the Unicorn did as Fluttershy listed off the potential dangers. "You could stub on your toe or trip on a loose stone. You have to be careful." Fluttershy was too busy talking that she failed to notice Wendy picking her back up and following Rarity and Angel.

Fluttershy then noticed what was going on and said. "O-Oh, we're going." But right as they left the room, they failed to notice Twilight, Spike, and Lincoln walking across the upper hallway with Twilight holding a candle opera.

"I don't think I'll need all these candles, Twilight." Spike said as he thought Twilight had the source of light to keep Spike from being afraid of the dark. "I was really only scared for a second."

"Plus, I can always turn into Heatblast if we need a light source." Lincoln said with his hands in his pockets.

"Oh, these aren't for you, Spike. We're going to be studying late into the night." Twilight explained before looking to Lincoln with a stern look. "And I don't want Heatblast anywhere _near _those books."

"Ok, ok, point taken." Lincoln surrendered with his hands up. "Although maybe you shouldn't do another all nighter. You and Wendy already spent her first night here staying up and binge watching Cowboy Bebop."

"It was worth it." Twilight said seriously. That was the first anime Wendy showed her and Twilight would gladly say she was already a huge fan.

"Well? Here we are!" A familiar country accent spoke as suddenly Applejack and Rainbow Dash entered the castle right as Twilight, Spike, and Lincoln left the main room.

The reason the two mares were there was because today Rainbow Dash and Applejack were having a contest of who is the most daring pony. The original tie breaker there were doing had to abruptly stopped and once Pinkie Pie, who was the score keeper of the events, left to go ring the school bell AJ thought of a different dare.

Whoever could stay the longest in the old castle would be crowned the most daring pony.

"What's so daring about this place?" Rainbow Dash asked with a confused tone. Rainbow Dash was expecting a little bit…more then just a dusty crumbling castle. "This is where we got the Elements of Harmony."

"When I was just a filly, Grannie Smith told me of an ancient legend." Applejack said as she walked up the stairs in front of them and looked down at Rainbow Dash. "When Nightmare Moon was banished, not every last bit of her dark magic went with her. Grannie used to say when night falls on the Castle, that magic takes the form of…_THE PONY OF SHADOWS!"_

"You mean like a…ghost?" Rainbow Dash asked in an uneasy tone.

"Nopony knows." Applejack said with a ghostly voice while waving her hooves around.

"Ugh." Rainbow Dash said with an eyeroll. The two of them then started walking forward as Rainbow stated. "I don't even believe in ghost."

But just then Applejack turned around and flinched in fright as she pointed a shaking hoof at the way. "You might wanna re-think your position on that."

Rainbow looked to where Applejack was pointing, and her eyes widened in fear as they saw a large tapestry of Princess Luna on the wall moving around with a strange lump in the middle of it. AJ and RB screamed in fright as they started running away, but just then lightning struck with Thunder being heard causing a shadow of a frightening figure to appear.

The two screamed again as the shadow disappeared. Applejack then turned to Rainbow and asked. "You saw that, right?"

"RUN!" Rainbow instantly replied as the two bolted out of the main room. But as the two left, they failed to see the wall with the tapestry suddenly turning around.

* * *

With Rarity, Wendy, and Angel, they watched the wall once again turned around with Fluttershy coming down from behind the tapestry and falling on her butt. "Ow, I think I hurt my wing." Fluttershy said as she looked at her right wing which was slightly bent.

Angel hopped up to Fluttershy and gently stroked the hurt wing and Wendy crouched down to Fluttershy and petting the Pegasus's back. She couldn't help it. These ponies are so soft and fluffy!

"Oh dear, I'm so sorry!" Rarity apologized to the Pegasus before looking up at the large tapestry. "That tapestry is far too heavy. We'll just have to find a smaller one."

"Oh, of course." Fluttershy said as she let Wendy pick her up.

"I could probably carry it, put it would be hard to take it down without damaging it more." Wendy said as she looked up at the tapestry before following Rarity.

Rarity then looked back at Fluttershy in Wendy's arms and asked. "By the way, where did you disappear to darling?"

"What do you mean?" Fluttershy asked with genuine confusion.

"You know, when the wall spun around when you went behind the tapestry." Wendy said as she pointed behind her and at the wall. "It must be some sort of secret door."

"Oh, I'm sorry." Fluttershy apologized.

"I bet these ruins are chocked full of them." Rarity stated while looking around the hallway.

"Yeah, if Indiana Jones has taught me anything, it's that ancient places are always filled with booby traps." Wendy said in a frightened tone while holding Fluttershy a little tighter and making the Pegasus squeak. "We just need to watch out ste-"

"AAAAAAAAAHHH!" All the girls screamed as suddenly a trap door went off under them and making them fall.

The one who activating the trap was Angel who accidently hopped onto a tile that activated the door. Angel took his foot off the tile making the door on the floor close with Angel putting on a nervous look and hopping away.

* * *

Back with Twilight, Spike, and Lincoln, the former two were sitting at the long table going through the old book while the latter was randomly pulling on books on the shelf. Twilight finally pulled her muzzle away from the book and gave Lincoln a confused look and asked. "What are you doing?"

"Look for a secret passageway or something." Lincoln said as he pulled out a random book. "Places like these always have some sort of secret entrance or something like that."

"KInda cliché don't you think?" Spike asked as he set the book he was reading down. "And couldn't you just turn into one of your aliens with intangibility?"

"Where's the fun in that?" Lincoln asked as he pulled out another book.

Spike rolled his eyes, but then watched as half opened book suddenly moved in front of him. Spike screamed in fright and backed up against his chair causing it to lean back and a clicking sound to be heard.

Just then Angle Bunny hopped onto the table from under book with Twilight giving the rabbit a confused look. "Angel, what are you doing here?"

"Uh guys, you might wanna look at this." Lincoln said as he backed away from the bookshelf as it started shaking. Twilight, Spike, and Angel looked to see the two-bookshelf split apart from each other, extinguishing the candles and revealing a secret room behind them.

The three equestrians mouth gaped a bit at the site as Lincoln looked to Spike with a smirk and said. "Cliché huh?"

Spike rolled his eyes as he and Twilight got up from their chairs. "That doesn't make me wrong." The young dragon grumbled as Twilight gasped.

The secret room appeared to be some sort of bedroom with a glass panel of the sun and one of the moon at the back of it. Some pillows scattered around and a single bookshelf and a bed. And in the very middle of the room was a small wooden pedestal with a book on it.

Twilight quickly walked up to it and read the title. "_The Journal of the Two Sisters." _Twilight gave an excited gasp as she grabbed the book with her magic and laid down on one of the pillows in the room and opened the book and set it in front of her with Angel hopping onto Twilight back. "Maybe this is the book Princess Luna was talking about!"

Spike was still a little frightened as he walked into the room while Lincoln shrugged and reached into his pocket. "Well, have fun with that. I'm gonna go look around the castle." Lincoln said as Twilight, Spike, and Angel watch the white-haired human take a folded up lap sack out of his pocket.

"Uuuuh, what's with the sack?" Spike asked while scratching his head.

"It's my lootin sack. I'm gonna go lootin." Lincoln explained as he threw the empty sack over his shoulder.

"Ok, but…why?" Twilight asked with a confused tone.

"Come on, this is an ancient castle. There's gotta be a bunch of cool artifacts right before the taking!" Lincoln said as he rubbed his hands together. "Might find some good souvenirs for my family."

"Alright." Twilight said with a shrug. "Have fun."

"Peace!" Lincoln said as walked away while making a peace sign.

* * *

Currently, Applejack and Rainbow Dash were heading down a spiral staircase, well Applejack was heading down while Rainbow was floating down, and both giving challenging claims to each other about not being afraid of anything in the castle. But they quickly shut up when they reached the bottom and saw the hallway that was in front of them.

"H-Hey, what's the matter?" Rainbow Dash said as she struggled to keep her composure. "It's just a dark hallway full of disembodied pony legs." Sure enough, the walls in the hallway were aligned with torch holders that took the shape of pony legs and creating a rather unsettling sight.

"Yeah…" Applejack said with a shiver as she pressed her hat down on her head with Rainbow Dash covering her face with her wings as they started walking forward. "Nothing creepy about that."

As the two were going down the hallway, suddenly Rainbow Dash felt something touch her. At first Rainbow flinched, but then the Pegasus smirked and looked to the side. "Applejack, if you're scared, you can just admit it. If you put your hoof around me like that Rarity's gonna start getting jealous."

"Uh…I'm over here." Applejack said from a couple yards away from Rainbow Dash while waving to the Pegasus. Rainbow Dash's eyes widened as she looked to the wall next to her and saw a hole in it with a white hoof sticking out of it and wrapping itself around the blue Pegasus.

Rainbow Dash and Applejack screeched in fright as they quickly ran away as fast as they could. As they left, the hoof quickly retreated back into the hall. And then…

_Crack…_

Suddenly the part of the wall with the hole in it cracked.

_Crack!_

Suddenly the cracks got bigger as the wall started shaking.

_CRACK!_

The whole section of the wall was cracked now.

_SMASH!_

Finally the wall coming falling apart with the parts of the wall flying apart and scattering everywhere. When the dust from the wall smashing cleared, it showed Rarity, Fluttershy, and Rarity in a secret room behind the wall with Wendy having been the one who broke down the wall.

"Thank you, Wendy." Fluttershy thanked as she stepped out of the room and quickly started to look for Angel.

"No problem. It was getting stuffy in there." Wendy said as the room they were in was rather on the small side. Especially for someone like Wendy.

"Well, I don't know about you two, but I think I've had enough trap doors, and secret rooms from the this unappreciative castle." Rarity said as she brushed some dust out of her mane and started walking away.

"But we can't leave yet!" Fluttershy said as she ran in front of Rarity. "Not with Angel lost somewhere in this dangerous old castle. He could be trapped under a crumbling statue or stuck high in a tower without food or water or any friends at all!"

Once she was finished, Fluttershy started sobbing with her eyes filling up with tears. Wendy was quick to wrap the Pegasus up in a hug and comfort her. "Don't worry Fluttershy. Everything will be ok. We'll help you find Angel." Wendy then looked to Rarity with a stern expression. "Right?"

Rarity sighed quietly in response and nodded her head. "Yes, darling. We'd be happy to help." Rarity said as suddenly Fluttershy wrapped her up in a hug.

"Oh, thank you!" Fluttershy quickly said before running down the hallway. "Don't worry Angel! We'll rescue you!"

* * *

"_I'm insane but on my toes. I could keep the world balanced on my nose. I had had a slumber party wit all my foes. Now I wear 'em like a badge of honor all my cloths." _Lincoln sung as he twirled around his lootin sack. The Loud boy currently had his headphones in and was listening to music as he was looking around for anything in the old castle with taking.

Just then Lincoln's eyes widened as he found himself in a hall filled with suits of pony armor. "Woah, creepy." Lincoln commented as he slowly walked through the halls and inspected each suit of armor. They were dust and some parts had a few cracks in them, but other then that they were perfectly salvageable.

Just then Lincoln found himself in front of a suit of armor meant for a Unicorn that was completely pitch black in color. "Woah, Lucy would love this." Lincoln said as he reached out and grabbed the helmet of the armor and put it in the sack. Lincoln then looked at the remaining armor and how it was now headless.

The white-haired boy chuckled to himself as he said. "Hey, it's the headless horse-man!"

'_Congratulations Lincoln. The cleverest thing you've said all day and no one was around to hear it.'_

"D'oh!" Lincoln grunted to himself in response to what his mind told him. Lincoln then simply sighed and shrugged and went down the hallway and went down the stairs at the end.

"AAAAAAAAAAAAAAAAAAAAAAAAAHHHH!"

Lincoln stopped as he swore, he heard some faint screams in the backround. He took out his left headphone and listened around for a moment before shrugging and putting it back in. "Probably just my imagination." Lincoln told himself.

* * *

"HEADLESS PONY!" Rainbow Dash yelled as she and Applejack saw the shadow of a headless pony when they went into the armor room. Not just that, but suddenly the sound of an organ went off and before the Pegasus knew it, the orange farm pony disappeared.

Rainbow Dash quickly balled up in the corner and started shaking. "A-A-A-Applejack, i-i-i-if y-you w-w-went b-back to P-Ponyville th-that m-means I-I win r-r-r-right?" Rainbow Dash asked with a heavy stutter.

* * *

"Rarity? Rarity?" Fluttershy and Wendy asked in unison as suddenly, as they were looking for Angel Bunny, Rarity found some small sun and moon tapestry's she just had to restore and when neither of them was looking, the Unicorn disappeared.

"I know hiding isn't really your sense of humor, but please let his be a joke!" Fluttershy fearfully begged as she and Wendy stuck close together. Just then Wendy slowly reached a finger out to the moon throne where they last saw Rarity and when she poked it…

"AAAAAAAAAAAAAAAAAAAHHH!" Both girls shrieked as they held onto each other tightly as the second Wendy tapped the throne an organ blast echoed throughout the room.

* * *

"_Courage will GIMME GIMMER POWER! POWER UP! POWER! POWER! Sparkling with a brilliant glow! Cause when you run ahead, you look like a HERO!" _Lincoln sung as he continued looking around the castle for cool stuff.

So far he's found a few more thing along with the helmet. He found an old shield, an old painting of a field, and an intact jar with no cracks. And if anything got damaged while inside the bag, he could always go clockwork and fix it.

Lincoln stopped walking for a second and looked inside the sack and smiled at what he had. "Hmmm, maybe I should get a few more things before I go ba-AAAAAAAAAAAAHHHH!" Suddenly a trap door opened up under Lincoln and before he knew it, the white-haired human was on a slide going down into a deeper part of the castle.

Luckily Lincoln kept hold onto his lootin sack and didn't lose a single item. Lincoln soon found himself on the bottom of the slide and got up and rubbed his butt and winced a bit. "Ok…trapdoor in an ancient castle…probably should have been expecting that."

Lincoln then looked back up and saw the door that opened up beneath him close. The Loud boy putting his hand to his chin in though and said. "I could just go Big Chill and get back up there…or I could look around and see what this room has to offer."

Lincoln decided to go with the latter option but then quickly realized that he couldn't see a dang thing right now. The room he was in was completely pitch black. So, Lincoln simply set down his sack, activated the Ultimatrix and transformed into…

"**Heatblast!**" The pyronite called out as his entire body provided light to the room. Heatblast then looked around and saw a torch on the wall. The transformed alien aimed his finger at the torch and fired a small fireball at the torch and lit it.

Once the torch was lit, Heatblast turned back into Lincoln and picked up the torch and his sack. "Let there be light." Lincoln said as he went forward down the hall.

As he went down, Lincoln was able to tell that this must have been the castle dungeon. There were rusty bars everywhere he turned, old moldy beds and buckets which were probably used for…business matters.

Just then Lincoln flinched as he stepped on something that made a crunching sound and hesitantly looked down to see what he stepped on. Lincoln quickly stepped back and let out a short scream when he saw that what he stepped on was a pony skull. "Uh…sorry…whoever you were." Lincoln said as he carefully stepped around the already smashed skull.

Lincoln was starting to regret checking this place out. There was nothing note worthy in here and it was just plain disturbing with unsettling quietness, rats and bugs crawling around, foul smells and a few bones here and there

And right as Lincoln was about to simply head back up, he suddenly ran into a wall. He backed up and put a hand to the wall…and felt something on it. "What the?" Lincoln questioned as he felt around and touched what felt like words on the wall. Lincoln looked around and found more torches on the wall where the words were and quickly started spreading the fire from the torch in his hand to the torches on the walls. Once they were all lit, Lincoln backed up and saw that the text was all over the wall. However, it seemed to be some sort of ancient pony language, so he had no idea what it said.

But he had something that could translate it.

"Ultimatrix." Lincoln said as he brought the device up to his face. "Activate universal translator."

"_Universal translator activated." _The Ultimatrix said in response to Lincoln's command.

"See if you can translate the text on the wall here." Lincoln said as the core popped up from the Ultimatrix.

"_Affirmative. Beginning scan." _A green beam that came out of the Ultimatrix's core and started scanning the ancient text from the very top to the bottom. Once down, the core of the Ultimatrix went back down. "_Scan complete." _A green hologram text box then appeared from the core of the alien device.

Now Lincoln could read it. "_The tension between the three tribes was calming down thanks to the treaty. The unicorn's chief daughter was to marry the son of the chief of Pegasus as well as the son to the Earth Pony leader."_

"Good old fashion polyamory." Lincoln said with an eyeroll before going back to reading. "_But the daughter was not happy for her heart belonged to a common Pegasus. In secret, the two would meet and would share their love for each other. But on the day the Unicorn was to marry the two sons of the other tribes' leaders, she had a dance with each of her suitors and felt nothing but follow emptiness from being with them."_

"_But the Pegasus the unicorn was in love with was able to make it to the celebration and got to dance with his true love. When the two danced, it was completely magical for both of them. Despite everyone looking and the Unicorns father demanding his daughter stop, they did no such thing."_

"_There dancing was perfectly in sync, that something unseen by pony kind happened right there and then. Suddenly before the three tribes very eyes did they see the two souls become one. Outraged, the leaders of the three tribes demanded they cease this. But true love won this battle as the Unicorn and Pegasus left while truly together, never to be seen again._

"_The tension between the three tribes rose higher than it ever had before…and then…winter came."_

Once Lincoln was finished reading, the text box disappeared, and Lincoln put on a confused look. "Well that was very…strange. Guess I know why the three tribes weren't exactly best buds now." Lincoln said as he remembered Twilight telling him during a pony history session about how the three different types of ponies used to be in conflict before the founding of Equestria.

Although there was one line in there that had Lincoln really confused. "Two souls became one?" The white-haired human quoted as he put his hand to his chin in thought. "Wonder what that means?"

Just then Lincoln's eye twitched as a shimmer of light hit it. But it was a light from the fire. Lincoln looked to the side and saw a crack in the wall to the left that had a golden light shining from inside. "Now what do we have here?" Lincoln asked himself as he stepped closer to the wall with the crack.

Lincoln tried to peak through the crack but couldn't see a thing. The crack was so thin that only light could go peak through. "Alright, plan B." Lincoln said with a smirk. "Bust through!"

Lincoln then set down his lootin sack and activated the Ultimatrix. Once he found the alien he wanted, Lincoln slammed down the core and was covered in an emerald flash. In Lincolns place was an alien that resembled a rooster and a hawk. He had sharp black claws on his toes and talons on his hands as well as two larger talons protruding from his arms. He also had a short yellow beak and had brown feathers all over his and a white-brown mohawk and belly. He wore an orange mask, belt, and white striped and black shorts. He also had an orange strap vert with the Ultimatrix on the vest hooker.

"**Kickin Hawk!**" The transform Loud-Boy announced followed by an eagle cry. Kickin Hawk cracked his neck as he looked at the crack on the wall and cracked his neck and smirked. "Alright wall, this is gonna hurt you a lot more than me."

Kickin Hawk then got into a fighting position and reared his right leg back as far as he could in a roundhouse position and-

_SMASH!_

With a single kick, Kickin Hawk completely broke down the wall. A secret room was revealed and, "Wooooooah!" Kickin Hawk said in amazement as he just found a room filled with gold, gems, paintings, and a whole bunch of other valuable items.

"Secret treasure room in the dungeon. Very clever." Kicikn Hawk said as he grabbed his lootin sack and walked inside the treasure room.

* * *

Things were currently not going well for Applejack, Rainbow, Rarity, Fluttershy and Wendy. They had all ended up back into each other in the main room without even knowing it was each other and due to this, they all ended getting quite the fright.

Rainbow started flying around and bumping into walls which caused a large tapestry to fall on top of Rarity. Applejack ended up running into a colume causing it to fall down on a pile of rocks Fluttershy thought was angle due to a lightning flash making a shadow of what looked like Angel coming from the rocks, and Wendy also ran into a wall causing a pile of rubble to fall onto her.

"Woah. What got into them?"

If they weren't busy freaking out, they could see that looking down at them from the upperpart of the main room was Twilight, Spike, and Angel Bunny. Twilight watched as Applejack and Rainbow ran and flew around respectively while freaking out with Rarity and Fluttershy sobbing and Wendy screaming under the pile of rocks she was under.

"All right. Everypony stop!" Twilight yelled as she used her magic to grab the four ponies in front of her and making them freeze in place. Meanwhile Wendy just poked up head out of the rubble she was under and easily freed herself once Twilight's voice calmed her down.

"Twilight?" Applejack asked in confusion to why the purple Alicorn was here.

"Must. Save. Ange-" Fluttershy was saying, but when she looked to Twilight she saw none other then her beloved Angel Bunny hope up to the stone fence above and wave an ear at her. "Oh."

"Fluttershy? Wendy?" Rainbow asked with confusion as she looked down at the two. "What are you two doing here?"

"They're with me!" Rarity said in response.

"Rarity!" Applejack said at hearing the voice of her marefriends.

"Applejack! Oh I've never been happier to hear you darling!" Rarity said with joy. She'd be even happier if she could see Applejack but the tapestry was still over her.

Twilight then released everypony from her magic while lifting the tapestry off Rarity with Spike and Angel coming down. Fluttershy quickly went over to Angel as Rarity and Applejack quickly clung into each other. "Have you all been here all night running around scaring each other?" Twilight asked as everypony looked to her.

"Well, that depends." Applejack answered, unsure of the answer herself.

"On what?" Twilight asked.

"Hey Twilight, I'm back!" Everyone heard a familiar voice said with Wendy in particular shoot up from the rubble completely and looking at where the voice came from.

Everypony looked to see Lincoln coming into the room and dragging his lootin sack behind him which was stuffed full of stuff. Lincoln then looked around at everypony in the room and asked. "Hey what are you guys doing here?"

"LINCOLN!" Wendy yelled as she suddenly jumped on top of her boyfriend and wrapped him up into a tight hug and refused to let go.

"O-Ok! Wendy! I'm here!" Lincoln quickly reassured his girlfriend as she hugged him tighter. "ACK! TO TIGHT!"

Just then they all heard an organ go off causing Wendy to hold Lincoln even tighter and for the 5 of the Mane 6 and Spike to huddle around Twilight in fright. "It's the Pony of Shadows!" Rainbow Dash screamed in fright.

"T-T-T-The P-Pony of Sh-Shadows?" Spike stuttered out in fear.

"Come on, let's see if that's really true." Twilight said as she started walking towards the source of the organ with the other refusing to let go of her. Plus Wendy was following behind while holding Lincoln close to her.

Soon, everypony found a room with a giant pipe organ in hit…and somepony playing it. They couldn't be seen due to the cloak they had on, but it gave them a ghastly appearance. Everypony gasped as Twilight whispered. "The Pony of Shadows."

"Come on, let's go show we ain't afraid of no ghost." Lincoln said as he and Twilight started stepping towards the cloaked figured with everypony else watching from behind the doorway. Lincoln got ready to use the Ultimatrix as Twilight approached the figure and used her magic to remove the cloak and-

"PINKIE PIE!" Everypony yelled in unison as it turned out to be none other then everyone's favorite 4th wall breaking pony playing the organ.

"Oh hey guys!" Pinkie greeted as she turned to her friends. "Did you know I can play the organ? Because I didn't."

Everypony's eyes twitched as Pinkie started playing a baseball stadium theme on the organ. "You're the Pony of Shadows?!" Rainbow Dash yelled as she flew up to her pink friend.

"The pony of what?" Pinkie asked with a completely naivety.

"Well, that was anti-climactic." Lincoln said with a blank tone and face as Wendy came up behind him.

"But ah thought you had to ring the school bell all week." Applejack asked as the reason Pinkie had to leave her position as score keeper for her and Rainbow's competition was because Pinkie volunteered to be the pony to ring the school bell.

"Oh yeah, I only had to ring for like 5 minutes." Pinkie explained as she kept playing the organ. "They said that was good enough. Don't know why though."

"I can take a guess." Wendy said with a smirk as an image of Pinkie repeating ringing the bell from the inside with her head came into her mind.

Rainbow Dash and Twilight rolled their eyes as Pinkie kept talking. "And so I decided to throw a Finished Ringing the School Bell party, but I didn't have any bluebells and you can't throw a Finished Ringer the School Bell party without bluebells so I went to Everfree forest to pick some, but it started to get so chilly I had to wrap myself up in the tarp I was going to use to carry the flowers. And then I saw Fluttershy, Wendy, and Rarity, but they went into the castle before I could invite them to my party. Luckily, I followed them inside so I could help you all with your party."

"Uuuuuh, what party?" Lincoln said as his mind was currently spinning a bit from Pinkie's lengthy explanation.

"Uh, the Everypony Come to the Scary Old Castle and Hide From Each Other While I play the Organ Party." Pinkie said like it was obvious before hitting a key on the organ. The result was a springboard going of under Spike and launching the Dragon to the back of the room.

"Duh!" Pinkie said before she started bouncing away.

* * *

Later, everypony was now in the secret room where Twilight found the journal. Twilight was sitting in a chair reading the journal with Spike reading a different book next to her. Applejack was cuddling next to the Rarity as the Unicorn was sewing a small tapestry of Luna back together with Rainbow Dash flying beside them and smirking at Applejack. Fluttershy was nuzzling Angel Bunny with Lincoln showing Wendy the stuff he found in the castle that he put in his lootin sake. And Pinkie was just bouncing around happily.

"I swear this is going right back where I found it as soon as I've returned it to its former glory." Rarity stated as she focused on sewing.

Applejack gave her marefriend a smirk and said. "Uh-huh. Sure ya will. Isn't that what you said when I asked you to fix ma old foal-blanket?"

Rarity's froze as her cheeks slowly turned red. "Hehehe…w-well, um, it helps me fall asleep." Rarity quietly admitted as Applejack rolled her eyes and gave Rarity a loving nuzzle.

"Now don't go running off again." Fluttershy told Angel. "Ooh. I can't believe I was so frightened. I guess I let my imagination get the best of me."

"Eh, places like this do that to ya." Lincoln explained while sitting on Wendy's lap. "Fear is easy to take control of your brain and make you see and hear things that aren't there. Trust me, my sister Lucy has learned to weaponize that."

"I…don't even wanna ask." Rainbow Dash stated as Lincoln gave her a gesture that said 'good call.'

"I always let my imagination run away from me." Pinkie Pie said as she stopped bouncing. "Then it comes back with cake."

"And anything else made of sugar." Wendy joked as Pinkie licked her lips in response.

"Well, it's good to know that whenever your imagination is getting away from you, a good friend can help you rein it in." Twilight said with everypony nodding agreement.

"I completely agree." Wendy said as she rubbed her cheek against Lincoln's making the Loud boy chuckle and blush.

"And you know, even if I didn't find anything about the mysterious chest, I'm glad I was here to help all of you." Twilight finished off after Wendy's reply.

"You certainly did that, Twilight." Rarity said with her and Applejack nodding.

"Except me." Lincoln said as he patted his lootin sack. "I just went lootin."

"By the way, how come you weren't scared Twilight?" Rainbow Dash asked while pointing a hoof towards the Alicorn.

"Reading the diary made it hard to be afraid." Twilight stated as she closed the journal. "Because I learned what it was like when the two sisters lived here. Knowing something about the past made it easier to deal with my problems in the present, even the scary ones."

Everypony muttered in agreement with the exception of Lincoln and Wendy who simply sighed and looked down. "And yet, we never seem to get used to Lucy's antics." Wendy muttered with Lincoln nodded in response.

Just then Twilight's eyes lit up as something came to her. "I just thought of a great idea!" Twilight said as she stood up with everypony looking to her. "Why don't we keep a journal? Just like the Royal Pony Sisters?"

"Sounds interesting." Lincoln said as the idea did intrigue him a bit.

"All of us?" Fluttershy questioned.

"Sure! That way can learn from each other." Twilight explained as she walked towards her friends. "And maybe someday other ponies will read it and learn something too."

"What a splendid idea!" Rarity quickly agreed.

"Yeah!" Wendy said with sparkles in her eyes. "That sounds like a lot of fun."

"I know what mah first entry will be." Applejack said with a small smile. "Dear Diary, I'm glad Grannie Smith's legend wasn't true."

"Me too." Rainbow agreed while raising up a hoof.

"Me three!" Pinkie said as she bounced up high. "Because that means you two are still tied for Most Daring Pony!" The response Pinkie got was Applejack and Rainbow sending each other challenging looks right into the other ponies' eyes.

As this happened, Lincoln snickered to himself, but he got lost in his thoughts again. '_Still…what did that writing downstairs mean?'_ As Lincoln thought this, lightning and thunder was seen and heard from outside as the group simply decided to spend the night in the old castle, enjoying each other's company.

* * *

**_I had a lot of fun with this. This episode was one of my favorites from season 4. I just love those episodes in shows where the characters are all in the same place but they have no idea each other are there. It leads to a lot of funny scenario's. Well, remember to follow, fav, and review and stay tuned for the next chapter which is gonna have some interesting changes from canon..._**

_**"Flight to the Finish"**_


	18. Flight to the Finish

_**Alright, this has been one I've been looking forward to ever since the first CMC chapter. I've had this planned in my head and I think I executed it pretty well so I hope you all enjoy.**_

* * *

"Almost there! Almost there! Almost there!" Scootaloo said as she saw the Povyville school coming into view. Scootaloo's been making a lot of close calls to making it to school lately and she also hasn't spent as much time with her fellow Crusaders as well. To top it off, she was wearing a blue Wonderbolts hoodie that hid her wings.

She's often been going off on her own and doing something by herself. She's also been keeping that thing a secret from everypony. Her aunts, her friends, and even Rainbow Dash. She's been telling nopony wants she's been doing in secret.

She's wanting to surprise them.

"Scootaloo! Over here!" Scootaloo looked forward to see her fellow Crusader's Sweetie Belle and Applebloom, with the former having been the pony to call out to Scootaloo, waving at her and gesturing her to hurry up.

Scootaloo smirked and ran towards her friends faster. She would have brought her scooter on normal circumstances, but this was one of those rare days where she forgot it. But it surprisingly not too much of a problem. Ever since _that_ day she not only got what she thought she would never get; she also found her other attributes increased a little bit. Speed, stamina, strength, etc. While they weren't giant boost or anything they were just enough to be noticeable and just enough for Scootaloo to start working as hard as she could towards that secret project.

"I'm here! Sorry about that." Scootaloo apologized as she stopped right in front of Applebloom and Sweetie Belle while wiping some sweat off her head.

"You outta be! This is the fifth time this week you were almost late." Applebloom scolded her Pegasus friend while stomping a hind hoof to the ground. "If ya keep this up Miss Cheerilee is gonna start writing ya tarty."

"Yeah, yeah, I know." Scootaloo said with the roll of her eyes as she and her friends started walking into the school. "Sorry, I was-"

"Busy we know." Sweetie Belle said with a groan. That's the excuse Scootaloo's been using for weeks and frankly she's starting to get sick of it. "What exactly are you _busy _with anyway. Come on, you know you have to tell us eventually."

Scootaloo put her hoof to her chin as she hummed in thought. Sweetie was right. She did and wanted to tell her friends exactly what she's been doing. But she wanted to find the perfect time so it would be something amazing and special. But…maybe today was that day.

"Isn't today the day Miss Cheerilee talks about the flag carriers for the Equestria Games?" Scootaloo asked with a smirk. Applebloom and Sweetie Belle looked to each other for a second before nodding their heads at the orange Pegasus.

What Scootaloo was referring to was the opening flag carrying ceremony to the Equestria Games being held in the Crystal Empire in a few months. Cheerilee had informed that of an upcoming announcement that will involve this as it was tradition that a group of fillies would do a flag carrying routine to open up the games. And the town chosen, Ponyville.

"I think today will be the day I tell you guys." Scootaloo said as her friends smiled and perked up. "Let's just get through the school day first. I promise to tell you girls after school."

"We're holding ya to that." Applebloom said firmly with Sweetie Belle giving an equally firm nod.

"Alright class, today we have two special guests with a very special announcement." Miss Cheerilee said to her classroom. "Everypony, welcome the Head of the Equestria Games, Ms. Harshwhinny!"

The door to the school then opened as everypony in the class looked to see it open and the mentioned pony stepping it. Ms. Harshwhinny was an earth pony with a slightly dark blond mane and tail and brilliant orange fur. She wore a dark purple suit with a light purple scarf and blue eyes. Ms. Harshwinny's Cutie Mark consisted of a gold trophy.

Everypony watched as Ms. Harshwhinny stepped into the school and looked at all the students. A sophisticated aura surrounded her and even her voice showed this as she spoke. "Thank you. Now, I'm sure you all know about the Equestria Games, where ponies from all over the land compete for glory in various athletic pursuits?"

Everypony was starting to get a little excited know as they knew of the announcement coming up. "Well, now you littlest ones will have the chance to compete for a weighty responsibility of your very own." Ms. Harshwhinny told them as she walked up to the chalk board with various pictures drawn on it.

"Oh, c'mon!" A familiar voice said from outside. "Tell them the fun part!" Suddenly everypony watched as, through the open window in the back, Rainbow Dash flew in and landed right next to Ms. Harshwhinny gaining some cheers and 'Ooh's' and 'aah's' from the fillies in the class.

"That's right!" Rainbow Dash said enthusiastically after the students quieted down with Ms. Harshwhinny giving Rainbow and annoyed look. "All you gotta do is show Ms. Harshwhinny the coolest, most spectacular, most rockin' routine and you're goin' to the Games! So, who's gonna be the lucky ponies!"

"It's got to be me." Diamond Tiara said confidently.

"Maybe its me." Another filly said while pointing to herself.

"Maybe it's us!" Scootaloo said while looking at her fellow Crusaders.

"Maybe it's us!" Two male voices said as everypony looked to the back of the classroom to see Snips shakily holding up Snails. But this only lasted for so long as the two soon fell down on the floor with everypony giving them unimpressed looks as Snips says. "Hey! It could happen!"

Rainbow Dash simply rolled her eyes for a split second before her enthusiastic smile returned. "So the winning team gets to carry the Ponyville flag at the Equestria Games! Oh, you are gonna LOVE this!" Rainbow Dash excitedly said while flying up to express her enthusiasm.

However, Ms. Harshwinny didn't seem to share the same enthusiasm as she cleared her throat and gave Rainbow a stern look. "Miss Dash! Will you please curb your overenthusiastic outbursts!" The Earth Pony scolded causing the blue Pegasus to flinch and land back on the ground. Ms. Harshwinny then turned back to the fillys and colts and spoke to them. "Now then, let me be clear on the rules."

Ms. Harshwhinny then walked up to the chalk board and pointed at all the pictures on it. "You ponies will form teams. Each team will create their own flag-carrying routine. Everypony will be judged on grace, style, and originality." As Ms. Harshwinny explained the rules, she pointed to a picture of a dancing pony, a picture of Rarity, and a pony on a ball juggling lobsters respectively. "There's a most complicated scoring system, Which I will elaborate upon now. Firstly-"

But right as Ms. Harshwinny was about to explain and pull down a transparency sheet, Rainbow Dash interrupted her with her usual enthusiasm showing once again. "Aw, get to the nitty-gritty later. Tell 'em the important stuff! Like who's the coach!" Suddenly Rainbow Dash put on a coach's cap as well as blew on a whistle around her neck excitedly. "That's right: _me!_"

"And you know why I'm qualified to coach you?" Rainbow Dash said as all the students looked at Rainbow Dash with a look that said 'tell us why' to which the Pegasus obliged. "Guess who carried the Cloudsdale flag in the Games when _she_ was a little filly? _Me_!"

Rainbow Dash then looked up as the memories came to here. "I'll never forget it…" The rainbow maned Pegasus begun to tell the story while flying up again. "_I burst into the stadium, spreading my wings, the flag flapping in the breeze. I did tricks with that flag the likes of which nopony saw before and nopony's seen since_!"

Rainbow Dash then started waving a flag around as Scootaloo watched with sparkles in her eyes. But just then Ms. Harshwinny reached up and took the flag from Rainbow Dash as well as pulling her to the ground. "_Professionalism, _Ms. Dash." Ms. Harshwinny scolded harshly. "I must insist. If you want to keep your job as coach of these ponies, you must maintain a professional attitude and keep your emotions in check! Am I making myself absolutely, one hundred percent crystal clear?" With the last sentence, Ms. Harshwhinny got right into Rainbow's face making the Pegasus back up and stand back up and gaining a more controlled posture.

"Yes, Mr. Harshwhinny." Rainbow said in the most professional tone she could muster. "Y'know, 'professionalism' is my middle name. _Rainbow Professionalism Dash_."

Ms. Harshwhinny let out a 'hmph' in response before addressing the students again. "Well, in three days' time, _Ms. Dash_ will accompany anypony competing to the Crystal Empire, where you will demonstrate your routines for me and the other judges, who will judge you _very professionally_." Ms. Harshwhinny said while emphasizing her last words and glancing at Rainbow.

Rainbow Dash kept up her 'professionalism' and cleared her throat before speaking. "Yes. Quite, quite correct. In the meantime, get ready to train, and train hard, because I know this opening ceremony is the single most important thing that will ever happen in your young lives!" Rainbow Dash said with her enthusiasm returning making Ms. Harshwhinny narrow her eyes harshly at the Pegasus. "But, I know you're up for the challenge. And so am I! Wooho-"

Rainbow Dash was starting to fly up again and even do a flip, but Harshwhinny's glare made Dash quickly stop and land back down again and clear her throat. "Meet me after school tomorrow at 1500 hours. Sharp. And show me your flag carrying skills. I am outta here." Rainbow Dash was about to fly quickly out, but once again Harshwhinny glared at her and Rainbow Dash started to walk out the door instead. "Professionally. See how professionally?"

Once Rainbow Dash stepped out, Ms. Harshwhinny quietly 'ugh'd' before finishing up what she has to say to the students. "Ponies, the most important thing is this: Your routine needs to show what your town means to _you_. So, do Ponyville proud. Work hard, be bold, wow me. That is all!" The school bell then rung after Harshwhinny finished and walked out.

The fillies of colts were soon to follow as they all excitedly left the school, with most rushing to go practice a flag carrying routine. This was especially the case for the CMC as they stepped outside together with Scootaloo immediately bringing up them starting their own routine. "So what do you say we come up with the perfect routine. "So what do you say we come up with the perfect routine and win this thing?" Scootaloo asked with her fellow Crusader's immediately agreeing.

"I'd say that's rootin'-tootin' terrific!" Applebloom cheered with Sweetie happily nodding.

However, Sweetie then brought up an obvious concern. "But there's one problem! I bet everypony in class is planning to compete!" This was to be expected. Of course everypony would want a chance to open up the Equestria games and represent Ponyville.

But Scootaloo stayed confident and looked towards Sweetie Belle and kept speaking. "Listen. Somepony in our class is gonna carry that flag, so it might as well be us!" The orange Pegasus said making Sweetie and Applebloom smile widely. "Crusaders, are you in or are you in? 'Cause I'm in!"

Scootaloo then started running with Applebloom quickly following. "Me two!" Applebloom immediately said as she ran after the orange Pegasus.

"Me three!" Sweetie Belle cheered as she ran after her friends.

The three fillies then started walking together as Scootaloo turned her head to her friends and spoke up. "Alright, the winning routine needs to show what's important about Ponyville, right?" Scootaloo brainstormed as her fellow Crusaders nodded in agreement.

"Right!" Sweetie and Applebloom said in unison.

"So... what's special about Ponyville?" Scootaloo asked as she put her hoof to her chin. "It's…it's…" Scootaloo said as she tried to think. But just then her eyes widened as she looked to Applebloom and Sweetie Bell and then herself. She then smiled as an idea came to her. "I got it! It's a place where different kinds of ponies live together as friends!"

"Earth Ponies like me!" Applebloom said as she raised her head.

"Unicorns like me!" Sweetie Belle said while putting a hoof to her chest.

"And Pegasi like me!" Scootaloo said as she jumped up. "So somehow we got to figure out a way to show that in our act."

Sweetie Belle stated while putting a hoof to her chin. "We're gonna need a plan."

"And a lot of hard work!" Applebloom added with a smile.

"And a whole bunch of practice." Scootaloo finished listed as she faced her fellow Crusaders. Scootaloo then put on a determined expression as she turned around and put her hoof to her heart. "But take it from me; we may just be little ponies, but we have hearts as strong as horses!"

The three Crusaders then all started marching side by side as they started singing a song.

CMC:

_We're the toughest little ponies in town._

_Got the moves, got the mojo, no harder working ponies around._

_We are a trio, work as a team._

_We'll be the first ponies out on the flag-waving scene._

The CMC could now be seen on a hill overlooking Ponyville as they begun their training by running through a path with the sun shining behind them.

CMC:

_We get going when the going gets tough._

_We know our very best is just never enough._

_We're kinda short, but so what? We don't get defeated._

_We could take a little break, but we don't need it._

The CMC's training involved trying to win tug-a-war with Bulk Biceps, a giant muscular Pegasus, and bucking a punching bag inside the Sweet Apple Acre's farm.

CMC:

_We've got hearts as strong as horses!_

_We've got hearts as strong as horses!_

_We've got hearts as strong as horses!_

_We've got hea-a-a-arts, hearts strong as horses!_

The CMC's training could then be consisted of Scootaloo walking up a rather small flight of stairs, and Applebloom trying to lift up a stick with two large apple attached at the end, to which Sweetie and Scootaloo took a large bite out of it.

CMC:

_When we put our minds together, we can achieve._

_We're the Cutie Mark Crusaders, and you should believe._

_We've got determination to represent the nation._

_For the win!_

_We've got hearts as strong as horses!_

_We've got hearts as strong as horses!_

_We've got hearts as strong as horses!_

The CMC continued their training even more with Scootaloo once again walking up the stairs, doing sit ups over the edge of a small stage, with Sweetie Belle's help, and actually winning tug-a-war against Bulk Biceps but only because he was scared off by a butterfly.

CMC:

_And we're playing to win as we gallop to glory!_

_We can conquer any challenge we're in!_

_We've got hea-a-a-arts, hearts strong as horses!_

_Hearts strong as horses!_

The CMC finished their song by jumping into the air and freezing in place…only for slow clapping to be heard and for gravity to take a rather delayed effect in sending the Crusaders back down to earth. When the Crusaders got up, the saw the slow clapping was coming from none other then Diamond Tiara and Silver Spoon, but of whom were giving the Crusader's cocky looks.

"If that's the best you've got, _we're _going to win for sure!" Diamond Tiara mocked them in a confident tone.

"_We _already have the most divine routine planned." Silver Spoon bragged as she and Diamond Tiara circled around the Crusaders.

"It's absolutely sure to crush everypony else." Diamond Tiara stated in a matter-of-fact tone before looking to the Crusader's and punching one of her hoofs into the other. "And I mean _CRUSH!_"

"But we're winners!" Scootaloo cheered while putting a hoof to her just. "And we have heaaaaarts!"

"Sure, but you know what you don't have?" Silver asked as she and Diamoned walked in front of the Crusader's.

"_Your CUTIE MARKS!_" Diamond Tiara and Silver Spoon said in unison as they pointed to the Crusader's flanks and started chanting in unison. "_Blank flanks! Blank flanks! Blank flanks!"_

However, the Crusader's weren't put down by this as Applebloom simply raised an eyebrow and asked. "What does that have to do with flag carryin'?"

Silver Spoon rolled her eyes in response and stated. "Having cutie mark-less ponies represent Ponyville would be unthinkable."

"And we, of course, already have our Cutie Mark." Diamond Tiara brag as she and Silver Spoon proudly raised up their flanks. "So, we know who's gonna be in the winner's circle."

Just then Scootaloo got right into Diamond Tiara's face and glared right at the Magenta Earth Pony. "Listen you two! Cutie marks or no cutie marks, you'll see! The Crusaders are gonna carry that flag at the Games."

"Yeah!" Sweetie Belle and Applebloom said in unison with confident tones.

Diamond and Silver rolled their eyes in response as the former spoke up. "Pah-lease!" Diamond Tiara said as she got into Scootaloo's face like the orange Pegasus did to her. "We heard about your little idea of representing the three tribes and considering _you_, Scootaloo, are in on it, you'll practically be _insulting _Pegasi."

Applebloom and Sweetie Belle narrowed their eyes harshly at Diamond Tiara with the latter asking. "And what's _that _supposed to mean?"

"No, no, no…please. Continue Diamond Tiara." Scootaloo said in a surprisingly calm tone that surprised her fellow Crusaders. Even Diamond and Silver rose a brow at this, but simply shrugged it off.

With the Pegasus's permission no less, Diamond Tiara continued. "What I mean is the thing that make Pegasi truly unique from the other pony types are their ability to fly. And you. Are. _Flightless."_

Sweetie Belle and Applebloom gasped loudly before growling and glaring at the two. However, Scootaloo didn't seem to react. In fact, she seemed to have the smallest smirk on her face that went unnoticed by Diamond Tiara and Silver Spoon with the latter pointing to Scootaloo's Wonderbolts hoodie and mocking the purple maned filly. "Look, you're so embarrassed by your tiny wings that you've started hiding them."

At this point Sweetie Belle and Applebloom had enough of the two bullies with their faces red in anger. Applebloom then decided to walk up to the two and saying. "Why you no good, dirty rotten-"

"I guess you're right."

"…What." Applebloom said in response to Scootaloo's words. Her and Sweetie were stunned shocked to the orange Pegasus's words and even Silver Spoon and Diamond Tiara's mouth gaped in response to Scootaloo saying that in a casual tone and with a shrug.

"Yeah, I guess you two are right. How could a _flightless _Pegasus such as me _ever_ represent Ponyville and my entire race." Scootaloo said in an over dramatic tone all with a smirk on her face. Just then Scootaloo turned around and started walking away with her head held high. "Well, come on Crusaders. Let's try and get out act to work with little ole _flightless _me."

"O…Ok…" Sweetie Belle managed to say with her and Applebloom still having a shocked expression as they both started to follow the orange Pegasus.

Meanwhile Diamond Tiara and Silver Spoon just watched them left. Similar to Applebloom and Sweetie, they were to surprised by Scootaloo to say anything in response.

Once the Crusader's were a good enough distance away from the two school bullies, Scootaloo still had a confident smile on her face and head raised high as her friends walked right next to her with Applebloom asking. "Scootaloo, what the hay was that all about?"

"Yeah!" Sweetie asked immediately afterward. "I thought you would have been furious after those two for saying those things. What gives?"

"Oh, you'll see~" Scootaloo said vaguely. "Just know it has to do with that surprise I told you about." Sweetie Belle and Applebloom looked to each other in confusion in response as Scootaloo continued talking. "Don't worry, you'll see exactly soon. But in the meantime, we got a routine to practice! And I know the perfect pony to help us!"

* * *

"Ok first, I'm not a pony. And second, I can't help you today." Lincoln told the three fillies as the Crusader's went to the Golden Oaks Library to enlist the aid of Lincoln Loud to help them come up and practice their cheer with.

And currently Lincoln was seen wearing a toolbelt and some oil stains on him with the entrance to the basement of the Library was open. "Aw! Why not?" The Crusaders all said in unison to Lincoln denial of their request.

"Sorry girls, but me and Twilight just received a…special item from the Crystal Empire today and we're hard at work trying to get it to work so I can't help you three today, sorry." Lincoln explained while adjusting his tool belt and wiping a stain from his cheek.

"Ah shoot." Applebloom said as she lightly hit the floor.

"Now who's gonna help us?" Sweetie Belle asked in a sadden tone as she turned to her fellow Crusaders.

Lincoln put a hand to his chin in thought for a moment. He hummed a bit before something came to him and he snap his fingers, getting the fillies attention. "I think I may have someone who can help." The white-haired human told the CMC making them perk up. They all then watched as Lincoln got on his hands and knees and stuck his head inside the entrance leading to Twilight's basement. "Hey Wendy! Can you come up here please!"

After a moment of waiting, the Crusaders look to see another human head pop up from the entrance…and then an incredibly tall body that cast a shadow on the CMC and made them look up with gapping mouths.

Once Wendy completely emerged and stepped up into the main part of the Library, she looked down at the fillies and gave beamed a big positive smile and crouched down to be more level with them. "Hi! You must be the Cutie Mark Crusaders Lincolns told me about!" Wendy said in her usual positive tone before pointing at each filly one by one. "Your…Applebloom, Sweetie Belle aaaaaand Scootaloo. Right?"

"Uh-Huh…" The CMC said in unison as even through Wendy was crouched, they still had to look up at her.

"Woah…you're huge!" Scootaloo said before getting nudged by Applebloom.

"Scootaloo don't be rude!" The Earth Pony lightly scolded her friend.

However, Wendy simply giggled in response and waved it off. "Oh, don't sweat it. I get that all the time!" The Japanese girl reassured them making the fillies giggle a little bit. "So what's up?"

"They wanted my help for some sort of flag carrying routine for the Equestria Games. Pretty much Pony Olympics in case you were wondering." Lincoln told his girlfriend who 'Oooo'd' in response. "Since me and Twilight are working that _special delivery, _I can't help them. But I thought maybe you could."

Wendy excitedly gasped as she clapped her hands together and turned to the CMC. "I'd love to!" She told the fillies.

All the Crusaders looked at each other before looking to Wendy and smiling. "That sounds great!" The Crusaders all said in unison.

"Yay!" Wendy cheered as she scooped up all three of the fillies in her arms, making them yelp in surprise, before putting them on her shoulders. "Come on girls! We got work to do!"

Lincoln chuckled as he watched the Crusader's cheer and get carried out of the library by Wendy. He then turned to the audience and said. "That's right everyone it's a Wendy and CMC chapter, this should be fun." But just then Lincoln heard a chewing sound coming from the basement and frowned. "Twilight I swear to God if you're eating my sandwich!"

"Ok! So, what have you girls thought of so far?" Wendy asked with anticipation as she and the CMC sat down in a circle together in front of the stage where they would be showing Rainbow Dash their routine tomorrow.

"Uh…we got nothing so far." Applebloom sheepishly admitted as she scratched the back of her head.

That didn't deter Wendy one bit however as she clapped her hands with a determined expression. "That's ok! Coming up with ideas is honestly the one of the most fun parts about stuff like this. There are tons of possibilities you could do."

"We actually do have an idea for it though!" Sweetie Belle said as Wendy turned to her with an excited smile. "Our theme is the three different type of ponies that live together in Ponyville! Unicorns, Earth Ponies and Pegasi!"

Wendy's eyes lit up once she heard and nodded rapidly. "That's perfect!" Wendy cheered making the Crusader's smile. Wendy then rose up a finger as an idea came to her. "You should show off what makes each type of pony special!"

The Crusaders all looked to each other and smiled and nodded. "Earth Ponies are strong!" Applebloom said as she flexed her hind hooves.

"Unicorns can use magic!" Sweetie added as she made her horn glow.

"And Pegasi can fly!" Scootaloo said as she put a proud hoof to her chest. However, when she looked she saw her fellow Crusaders giving her worrying looks. "What?"

"Well…Scootaloo, it's just-" Applebloom was saying before being interrupted by Scootaloo.

"I can't fly?" Scootaloo said with a confident smirk. This only confused the Crusaders more as Sweetie spoke up.

"Ok Scootaloo, its time to spill the beans, what's going on?" Sweetie Belle asked in confusion with Applebloom nodding in agreement. "Where have you been going every day? Why have you been wearing that hoodie? And why are you acting so confident and cool when Diamond Tiara and Silver Spoon made fun of you for being flightless? Usually you act so angry or upset when that's brought up."

"Now, now, girls." Wendy interrupted them in a motherly tone. "Calm down."

"No, its ok Wendy. I was actually about to bring that up." Scootaloo said as she got up and started walking away from everyone just a little bit before turning around and facing. "You're right, normally that would upset me. But not anymore. Wanna know why?"

Sweetie Belle and Applebloom nodded in anticipation.

Before everypony's eyes, Scootaloo suddenly stripped of the hoodie…

_And spread her wings._

"Because it's not true anymore!" Scootaloo shouted confidently as she made some strong wing flaps that sent her into the air where she hovered over the ground easily in an identical manner to how Rainbow Dash usual prefers hovering to walking or standing.

"…WHAAAAAAAAAAAAAT?!" Applebloom and Sweetie Belle yelled in complete surprise as they shout up with their eyes widening like dinner plates while Wendy just stared with slightly widened eyes.

"Were you surprised?" Scootaloo asked in a slightly cheeky tone. She shouldn't help but mess with her friends just a little bit.

"Heck yeah we are Scoots!" Applebloom yelled as she and Sweetie Belle walked up to and looked up at their flying Pegasus friend.

"When did your wings grow?!" Sweetie Belle asked with a giant smile.

"It happened the night after our show and tell a few weeks ago!" Scootaloo told them as she lowered herself a little bit but didn't land on the ground. "I don't know how, but suddenly I woke up at night and when I looked in the mirror, my wings were fully grown!"

"And you can fly now!" Applebloom and Sweetie cheered in unison.

"Yes!" Scootaloo cheered herself with a pumped-up hoof as she did a flip. "I wasn't disabled after all! I was just a late bloomer!"

Wendy smiled sweetly at the scene. She's heard form Lincoln that Scootaloo's wing were a little…underdeveloped. But it looks like that wasn't the case anymore. This just makes things better. "Well I'm really happy for you Scootaloo." Wendy said as she stood up and walked towards the fillies. "This just makes everything better! Let's come up with a great cheer!"

"Yeah!" The CMC cheered in unison.

A few hours later, the four were seen in the same area, but now having a couple of papers with drawings on them and a pile of markers around them. "Alright, I think we got something here." Wendy said as the three fillies nodded in unison.

"So first I'll come in and lift up the Paper Mache boulder to show off the Earth Ponies strength." Applebloom said as she pointed to a drawing of Applebloom lifting up a large rock.

"Then you'll rip it in half and release the glitter which I'll catch with my magic and jump through the glitter cloud to show off the magical power of Unicorns." Sweetie Belle followed up while holding up a drawing of her jumping through a cloud of glitter.

"And finally, Sweetie will move the glitter to form a hope that I'll fly through after emerging from a cloud to show off the flight of Pegasi." Scootaloo explained as she flapped her wings and pointed to a drawing of her flying through a glittery hoop."

"And then finally Scootaloo will grab Applebloom and Sweetie Bell and pull them into the air where she'll raise you two up and all three of you cheer-" Wendy said as she cut herself off at the end to let the Crusaders finish.

"PONYVILLE FOREVER!" The CMC all cheered in unison with Wendy clapping in response.

"All right girls, lets get the materials and get to practicing!" Wendy said as she got up along with the fillies as they all went to gather everything they'll need for their show.

* * *

_**THE NEXT DAY**_

The next day, Rainbow Dash was wearing her Coach hat and whistle like she did at the school and was standing in front of the stage were the young ponies were supposed to practice their routines. And the next group of young ponies up…

"Show me what you got Cutie Mark Crusaders." Rainbow Dash said as she looked up at the stage. "And make it good."

"Don't worry! We will!" Scootaloo said as she poked her head through the curtain. She was barley able to contain her excitement at both showing Rainbow Dash her and her friends Flag Routine as well as her new flight capabilities.

Meanwhile Wendy was backstage and was also excited about seeing their routine. While she did help them practice, she knew each time was better than the last. And this time they would be showing Rainbow Dash, who she knew Scootaloo admired very much.

"Now, this isn't perfect, but we really like what we came up with." Sweetie Belle said from behind the curtain.

Scootaloo then spoke up from behind the curtain in a dramatic tone. "_Since the dawn of recorded time, in one town of amazing amazingness, three types of ponies coexist!_" The curtain then parted allowing Rainbow Dash to see the stage set up with cardboard props consisting of an apple tree, some mountains, thee clouds hung up by ropes, and a house on a small hill.

And in the very middle of the stage was a Paper Mache boulder. Just then the boulder was lifted up by Applebloom with a spotlight going over her as she did so. "We are the Earth Ponies!" Applebloom said with green ribbons on her front hoofs.

Applebloom then easily ripped the Paper Mache Boulder in half and released a cloud of glitter from inside. Before the glitter could fall, it was caught in a magical grip before Sweetie Belle jumped through the cloud with glitter getting in her mane and tail making them sparkle. "We are the Unicorns!" Sweetie Belle said as she landed next to Applebloom with a purple ribbon around her horn.

Sweetie Belle then used her magic to move the glitter around and form a hoop. Rainbow Dash then watched as Scootaloo's head popped up from the center-most cloud with blue ribbons seemingly attached to her wings. "And we…" Scootaloo said before doing something that made Rainbow's jaw drop.

Scootaloo jumped from the cloud and flew through the hoop while also doing a flying flip. "Are the Pegasi!" Scootaloo then came down and grabbed her friends off the ground as another cardboard set was place behind them from above showing a few house with apple trees on the sides.

Scootaloo then flew back down with the flag in her mouth before she tossed it making it twirl in the air before flying above the center of the stage still holding onto her fellow Crusaders as she said. "_And the town where friendship reigns is our home. Now, welcome to the stadium, the flag of the place we love best..."_

The flag then landed back down and landing perfect in front of the Crusaders as Scootaloo lifted her friends up as they all cheered. "PONYVILLE FOREVER! YAY!"

A few confetti blast went off on cue as Wendy pumped her fist and quietly cheered. "Way to go girls!"

"So, what'd ya think?" Applebloom asked as she and the other Crusaders looked at Rainbow Dash with anticipated smiles.

Rainbow Dash's jaw was dropped as much as one's jaw could be, not counting Pinkie's physics breaking antics. She thought the cheer was amazing and without a doubt the best one yet. But what Rainbow Dash was focusing right now was Scootaloo flying and her grown wings. Deciding to go about asking about them as quick as possible, Rainbow Dash was suddenly right in front of the Crusaders as she spoke. "Scoots! Since when can you fly!"

"For a few weeks now." Scootaloo immediately answered, as she was expecting this. "My wings finally grew! I was just a late bloomer after all!"

"Yeah didn't you tell me squirt?" Rainbow Dash asked a big smile and an enthusiastic tone. "I could have helped you practice!"

"I wanted to surprise you!" Scootaloo answered as she flew up to meet Rainbow Dash's eyes. "I wanted to practice on my own a bit so I could show you some things I was able to learn on my own!"

"Well I say you did an awesome job squirt!" Rainbow praised as she refulled Scootaloo's purple mane. "When this is all over, I'm definitely gonna help ya practice."

"Alright!" Scootaloo cheered with a raised hoof.

"Alright, enough about that!" Applebloom said as she pulled Scootaloo back down as all the Crusader's looked at Rainbow Dash with anticipation in their eyes.

"What did you think of our cheer?" Sweetie Belle asked as they all awaited the blue Pegasus's answer.

Rainbow Dash's eyes widened a bit. She had almost completely forgot about that. She was just so happy to see Scoots fly. Rainbow Dash then looked at the Crusaders with a giant smile. "Your cheer. Was. Ama-"However Rainbow Dash quickly stopped herself as what Ms. Harshwhinny told her about keeping her emotions in check came into her head. '_Wait. Hold on now. Gotta stay calm, cool and collected.' _Rainbow then got into a professional posture as she spoke. "To give a calm, clear analysis-" But Rainbow Dash cut herself off as what Sweetie said earlier came to her. "Wait. You whipped that act together just yesterday?! That is-" But Rainbow cut herself off once again as she struggled to try and keep things professional. Rainbow cleared her throat but getting into a more 'professional' posture. "Overall, it was... kinda, sorta...Overall, it was okay. Keep working hard. Who knows? You might have a shot. Gotta go!"

Rainbow Dash said the last part of that really fast before flying off. Once she was gone, the Crusaders looked at each other with uncertainty as Applebloom spoke up. "Do y'all think she liked it?"

"I'm not really sure." Sweetie Belle responded with a hoof to her chin. Rainbow Dash's answer was rather…vague.

However, Scootaloo perked up as she looked to her friends with a smile. "You heard her. If we keep working hard, we might have a shot."

"That's right!" The girls looked to see Wendy coming up to them with a proud look on her face. "You girls did great! All you need a is a little more polish and practice, and you're a shoe in to win!"

"Ya really think so?" Applebloom asked excitedly.

"I know so!" Wendy answered with a confident tone. "Look, I gotta go now. But you girls keep practicing, and I'll come by tomorrow morning to see how your all doing."

"Alright! Bye Wendy!" Scootaloo waved as she flew up to meet the tall humans face.

"Thanks for everything!" Sweetie Belle said in a grateful time.

"Anytime girls!" Wendy said as she waved to them while walking away. "See you all tomorrow!"

* * *

The sun was setting as Wendy made her way back to the Golden Oaks Library. She was feeling rather proud for herself and the Crusaders for coming up with everything they did. She was sure the Crusaders would win.

Once Wendy approached the Library, she had to kneel down as much as she could and crawl through the door. Thankfully Twilight expanded it when she came into this world, so it was easier to get through then her first few times where she got a little stuck.

Once inside, she saw Lincoln, Twilight, and Spike having dinner together at the table. They seemed to notice her immediately and waved to her as she came up to them with Wendy giving Lincoln a peck on the cheek. "Hey Wendy." Lincoln said as he blushed a bit from the kiss. "How'd it go today?"

"It went great!" Wendy replied as Twilight hovered a plate over to Wendy as well as a glass of water. "The Crusaders cheer was amazing. And its only gonna get better."

"Well that's great to hear." Spike said as he munched on a ruby. "Man, I bet Scootaloo's really happy to finally be able to fly now."

Once she got home yesterday, Wendy told the three of them about Scootaloo's ability to fly. Twilight smiled and nodded but put a hoof to her chin. "Yeah, although I'm still curious how it happened. I don't think something like this has happened before."

"Yeah its strange." Lincoln added as he had no idea that he had great involvement in Scootaloo's wings growing. "Although, why question a good thing ya know. Life just works in weird ways."

"Yup!" Wendy chirped with a nod. She then looked to everypony at the table and asked. "So how's the project going?"

They all sighed and shook their now lowered heads. "Not to well." Spike answered in a saddened tone. "We just can't get it to work."

"Not even with Brainstorm or Gray Matter." Lincoln followed up, bringing up his smartest aliens. "They're great when it comes to science and stuff like that. But when it comes to magic…not so much."

"But we're not giving up." Twilight said after a moment as she looked to everypony with a determined expression. "Today might not have worked, but we're gonna keep trying." Twilight then looked to her cup of water and stared at her reflection. '_I have to see her again.'_

"That's the spirit Twilight!" Wendy cheered. "You know what they say, failure is the seed to success."

Those words made Twilight smile as she looked to Wendy with a grateful expression. "Thanks Wendy. I needed to her that."

Wendy nodded at Twilight and said in a soft tone. "Anytime." Just then Wendy smirked and leaned over the table and whispered into Twilights ear. "After this you wanna watch Gurren Lagann?"

"Heck yeah!" Twilight said instantly in response.

Lincoln and Spike looked to each other and rolled their eyes but chuckle. Leave the ladies to their anime, they got comic books to read together later.

"Crap! Crap! Crap! Crap! I'm so late!" Wendy said in a panic as she ended up oversleeping and missing when the Crusaders were supposed to show their more practice and polished routine. "I just hope they aren't upset with me."

Wendy then quickly approached the stage where she saw the Crusaders and-

"I just don't see what the problem is."

"The problem is, Scootaloo, that isn't all about _you_!"

"Yeah you've completely taken over the routine!"

"Huh?" Wendy hummed in concern as she stopped and started witnessing the three fillies in an argument.

"I am _not _making it all about me!" Scootaloo said with a stomp to the ground. "Is it so wrong that I just want to show off my flying just a little bit?"

"No, but you aren't showing off just a _little _bit!" Sweetie Belle yelled as she and Applebloom stood sighed by sighed. "You're taking all our lines, you're constantly flying around and messing us up, and to top it all off, you've been making us redo our routine all night!"

"Yeah!" Applebloom added in as she stepped up. "I'm tired, I'm hungry, and now I hate this routine! You're acting like you don't even need us anymore!"

"Uh, girls." Wendy said as she stepped up and tried to get the fillies attention.

"Of course I need you!" Scootaloo told them. "Who's gonna break apart the boulder and make the glitter hoop?"

Applebloom and Sweetie Belle narrowed their eyes harshly at Scootaloo and growled a bit. "That's it! I'm done with this!" Sweetie Belle yelled as she and Applebloom turned around and started walking away.

"Wait! What do you mean you're done with this?" Scootaloo asked as she ran in front of her friends.

"It's obvious ya don't need us anymore." Applebloom stated as she and Sweetie Belle started walking around the orange Pegasus. "Why should we be apart of something that we don't even matter in. Come on Sweetie Belle, let's go get some sleep."

Scootaloo watched in sadness as her friends walked away and left her. But that sadness soon turned to anger as she yelled back at them. "FINE! LEAVE! I BET I CAN COME UP WITH A CHEER SO GOOD MS. HARSHWHINNY WON'T CARE IF I'M BY MYSELF!"

Wendy watched as Scootaloo walked in the opposite direction as Applebloom and Sweetie Belle and lowered her head. "Ah boy…" Wendy said as obviously something was going on that she ended up missing. "I gotta stop sleeping in."

* * *

Around two in the afternoon of the same day, Wendy could now be seen with a now fully rested Applebloom and Sweetie Belle inside the Sweet Apple Acres barn. Wendy was sitting crisscross in front of the two fillies as they were explaining everything she ended up missing. Mainly the reason for the argument she witnessed them have.

"Ever since we showed Rainbow Dash our routine yesterday, suddenly Scootaloo got it in her head that she needs to be the main focus of the routine." Sweetie Belle explained as she just told Wendy how at first, they were making simply polish's and fixes to their routine, but as more time went on Scootaloo kept inserting herself more and more into the routine to the point where Applebloom and Sweetie Belle didn't even have any lines.

"We're happy she can fly and all, but all of a sudden she's turned into a huge attention hog." Applebloom added in more with Sweetie Belle nodding. "This cheer is supposed to represent all types of ponies, but she's making it all about her."

"I see." Wendy said as she put a hand to her chin and nodded her head. She was starting to have a good idea what was going on. She just needed a few more pieces of information. "So tell me, what was Scootaloo like when flying was mentioned before when her wings were small."

"She…was sensitive about it." Applebloom slowly answered while averting her eyes from Wendy.

"Yeah, it usually made her pretty upset." Sweetie Belle said after Applebloom gave her piece in it. "She always looked up at other Pegasus flying around and always looked a little sad. Its always been her dream to fly high into the sky but…it was something she thought would be impossible."

Wendy was silent as she listened to the two fillies. She had everything she needed now. Just then Applebloom and Sweetie belle watched as Wendy got up and started walking out of the barn. "Where ya goin?" Applebloom asked.

"I'm gonna have a talk with Scootaloo, you two stand by. I think there's more to this then you two think." Wendy answered them in a gentle tone before walking out of the barn.

Wendy then made her way back to the stage where she saw Scootaloo laying on top of it heavily breathing and sweating. She was obviously exhausted from practicing the routine…all by herself. Just then Scootaloo saw a shadow cast over her and looked up to see Wendy giving her a concerned look. "What…is…it…" Scootaloo said between breathes.

"Scootaloo…we need to talk." Wendy said in a motherly tone as she knelt down to Scootaloo and moved the filly Pegasus so that she was facing her. "Scootaloo, why did you change to the routine to be all about you."

"I didn't I-" Scootaloo was saying before getting a look from Wendy that made her stop what she was saying and advert her gaze. "I don't know ok, just leave me alone."

Wendy didn't and instead but a soft hand on Scoots head. "Scootaloo, your friends told me about you were about flying before your wings grew. It must have been hard huh?"

"…Yeah…" Scootaloo answered quietly as Wendy took her hand of her purple mane. "Its just…you don't know what its like to be a Pegasus my age and _not_ fly while watching even foals do it and…and…"

"Getting teased for it?" Wendy finished for the orange Pegasus.

Scootaloo winced a bit when the silver haired girl said that but nodded in confirmation. "Yeah. Especially Diamond Tiara and Silver Spoon. Them calling us blank flanks was one thing but whenever they made fun of my wings, it just hurt. A lot."

"And let me guess. You saw this as a chance to prove them wrong?" Wendy assumed. Scootaloo's eyes widened a bit in response as Wendy continued. "That's why you wanted to be the focus of the routine and show off your flying. You wanted to prove them and everyone else wrong."

"…Yeeeeeah." Scootaloo slowly admitted in a shamed tone.

"Look Scootaloo, I perfectly understand." Wendy said with a gentle smile before frowning a bit. "But what kind of pony does that make you if you turn into an egotistical filly along the way? How do you think your friends fell? They were really excited to do this with you and you kind of took that away from them."

"I know…" Scootaloo admitted with a lowered head.

"Look, they still want to do this with you. So how about instead of focusing on proving something to those who teased you, why don't you move on and just have fun with you friends." Wendy said with a sweet smile as she rose up Scootaloo's head. "It's good that you can fly now, but don't you think that can be even better if you share your experiences with your friends."

Scootaloo was silent for a moment as she took in Wendy's words. The orange filly then smiled as she looked up to Wendy and asked. "Can you take me to them?"

Wendy nodded and Scootaloo yelped a bit as Wendy picked up and place the Pegasus on her shoulders. "Hold on tight." Wendy told Scoots as she walked back to the barn with Scootaloo hanging onto Wendy tightly.

Once they made it to the barn again, Wendy set Scootaloo down with the purple maned Pegasus slowly approaching the door to the barn and knocking on it. "Applebloom, Sweetie Belle. Are you two in there? I just wanted to say…I'm sorry." Scootaloo apologized as she looked to the ground.

She didn't get a response for a moment, but just then the door to the barn opened a crack with Sweetie and Applebloom's heads emerging with blank expressions. "We're listening." Applebloom said as Scootaloo looked up at them.

"Look, you girls were right. I was making everything about me." Scootaloo admitted as Applebloom and Sweetie Belle listened with the same expression on their faces. "I guess…when my wings finally grew, and I was able to fly…I couldn't help but show off and try to prove everypony who said I would never fly wrong. I turned our cheer into a huge 'prove you wrong' kinda thing to the point where I completely forgot about you guys. It was wrong. Our cheer was supposed to be how every type of pony, including us, live together as friends. Flying or not. So, if you two are still up to it…Ponyville Forever?"

…

Scootaloo started to sweat nervously as Applebloom and Sweetie Belle looked at her with unchanging expression. But just then the Unicorn and Earth Pony gave her friendly smiles as they walked out and hugged their Pegasus Crusader. "Ponyville Forever."

"Aaaaaaw." Wendy gushed as she watched the CMC all hug each other. "So does that mean you girls are back on for the cheer?"

"Heck yes we are!" They all told Wendy in unison.

"And this time we're gonna do it right!" Scootaloo cheered as she turned to her fellow Crusaders. "By representing not just the 3 types of ponies, but the friendship between them!"

"Alright!" Sweetie Belle cheered.

"Come on! We got some practicing to catch up on!" Applebloom said as the three Crusaders all ran off to go properly practice their routine together.

* * *

_**THE CRYSTAL EMPIRE- THE NEXT DAY**_

"PONYVILLE FOREVER! YAY!"

The Crusaders all finished their cheer in the very stadium in the Crystal Empire where the Equestria Games were to be held in the coming months. Everypony watching cheered as the Crusaders left the stage and went over to the other young ponies who showed off their team's cheer.

The Crusaders were the last ones up so when they were finished, Ms. Harshwhinny stepped up to the stage and in front of the mic, which made some feedback being made, as she announced. "In the Equestria Games, the Ponyville flag will be carried by..._Cutie Mark Crusaders_!"

"WHOO-HOO!" The CMC all cheered together as the everypony in the stadium whistled and cheer for them. Meanwhile Diamond Tiara and Silver Spoon glared at the Crusaders before walking away.

Later, the CMC were back on stage with all of them wearing a ring of flowers around their neck with Ms. Harshwhinny being the one who placed it upon them and Rainbow Dash, Mrs. Cheerilee, and Wendy standing off to the side.

Just then Rainbow Dash flew up to them while still trying to keep a professional demeanor as she said. "Ahem. Look. What you three did was... acceptable."

"Acceptable? _Acceptable?!_" Ms. Harshwhinny said to Rainbow Dash in disbelief as her own professional demeanor broke for once. "Why, it was totally stupendously the single most amazing thing I've ever seen!"

Ms. Harshwhinny finished with a giddy laugh as Rainbow Dash smirked at her and decided to give the Earth Pony a taste of her own medichine. "Contain your excitement, Ms. Harshwhinny. Remember. _Professionalism._"

Ms. Harshwhinny's eyes widened as she stood back up straight and cleared her throat. "Ahem. Y-Yes, well, I-" Ms. Harswhinny couldn't find the right words to say so instead she opted for the simpler option. Running away from an awkward situation.

The CMC and Rainbow laughed in response before the CMC yelped as they were suddenly tossed into the air and were caught by Wendy who beamed a smile at them. "I'm so proud of you three!" She said before raising them up high.

The Crusaders laughed before they all looked to each other and joined hooves as they crowd kept cheering for them.

* * *

_**Yes! Another chapter completed! **_

_**Ok, so this is gonna be in response to a fellow author here ChaosMagemon/Wildcard25 depending on which site your on. So about the Power Ponies episode...I kinda it existed XD. Really, when I was making the schedule for the chapters from Everfree Invasion and the Rainbow Rocks arc, I decided on the episodes I was gonna do and I completely forgot about Power Ponies. And after rewatching it, yeah I wanna do it. But I don't wanna change the schedule I already have so here's what I'm gonna do. I'm gonna wait till AFTER Rainbow Rocks to do it. I'm sure I can easily figure out how to make it fit in during that time frame so just know that.**_

_**So, remember to fav, follow, and leave a review and stay tuned for probably the episode I've most been looking forward to turn into a chapter...  
**_

_**...**_

_**"BATS"**_

_**Just saying it now, my fellow Flutterdash shippers are gonna LOVE this one.**_


	19. Bats!

_**YES! I had so much fun writing this! I'm not gonna keep ya here! Just read already!**_

* * *

Currently in the Golden Oaks Library, Lincoln and Spike were in the kitchen trying to cook something, and by the looks Lincoln was giving Spike it wasn't going well, and Twilight and Wendy were sitting next to each other and leaning against a bookshelf with Twilight watching Wendy play on her laptop. "So you're mining stuff to craft with and crafting stuff to mine with?" Twilight asked with a raised brow.

"Yes." Wendy answered while focusing on her laptop.

"Sounds kinda repetitive doesn't it?" Twilight asked again with a blank tone.

"Mean." Wendy replied while focusing on the game.

Twilight rolled her eyes in response before her muzzle scrunched up as she smelt something peculiar in the kitchen. "Is something burning." The purple Alicorn asked as Wendy finally looked up from the laptop as she started smelling burning to.

Just then they looked to see black smoke coming out from the kitchen. Before either girl's could react, Spike suddenly came out from the smoke covered in soot. Followed by him was a creature that resembled a humanoid red mollusk. He had green eyes and a face that looked like a diving mask and he had black ports on his hands as well as a familiar hourglass symbol on his chest. This was Lincoln's Orishan form Water Hazard.

And currently Water Hazard was living up to his name was he was shooting blast of water from the port holes on his hands at the source of where the smoke was coming from. "Ok, I think you can stop now." Spike said in a blank tone as he started wiping the soot from him.

"Well I wouldn't have to do this at all if you simple LISTENED TO ME!" Water Hazard yelled at the young dragon as he kept spraying the kitchen.

"Well sorry if I've never made pizza before!" Spike said back in his defense while pointing at the transformed Loud boy.

"I was giving you clear instructions Spike!" Water Hazard yelled back as he finally stopped assaulting the source of the burning with water. "I said, 'that's enough heat' and what did you do? YOU TURNED UP THE HEAT!"

"SO IT WOULD COOK FASTER!" Spike argued back as the two males glared at each other.

"THAT'S NOT HOW IT WORKS!" Water Hazard yelled back.

Twilight and Wendy watched as Water Hazard and Spike got into a rather loud argument over the art of cooking pizza. Both females gave them both blank looks as Wendy held her hand out. Twilight responded by using her magic to make an airhorn appear in Wendy's hand. Wendy gave a silent thank you as she-

_HOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOONK!_

"AAAAAAHHH!" Water Hazard and Spike screamed in unison as they both covered their ears from the noise and jumped as well.

"Are ya done?" Twilight asked as Wendy tossed the airhorn away as Water Hazard and Spike rubbed their ears/ear holes. "Good, now what's this about."

"Well…" Water Hazard began as he hit the Ultimatrix symbol on his chest and turned back to human. "Apparently, dragons suck at making pizza!"

"It was my first time!" Spike defended himself as he glared at Lincoln.

"Dude! I gave you clear instructions!" Lincoln yelled as he repeatedly pointed at his open hand. "Roll the dough, sauce, cheese, then put it in the oven. You were honestly doing great until the oven part! Seriously dude, what about 'that's enough heat' is so hard to understand?"

"Well-" Spike was about to say before Twilight's magic sealed both his and Lincoln's lips shut.

"Enough of that you two." Wendy told them as she closed her laptop and put it to the said. "We'll just eat out tonight, not biggie."

Twilight then let go of Lincoln and Spikes lips and simply let them grumble and cross their arms. "We'll try again some other time. It's fine." The Alicorn reassured them.

Lincoln was about to speak up when…

_DING! DING! DING! DING!_

Twilight and Spike gasped as the four of them heard the sound of a ringing bell. Before Lincoln or Wendy could question it, Twilight spoke up. "That's the bell at Sweet Apple acres." The Alicorn informed them.

"That means Applejack needs our help!" Spike told the two humans in the room causing their eyes to widen a bit.

"Then what are we waiting for." Lincoln said as he looked towards the door. "Let's go!"

"Right!" Wendy, Spike, and Twilight said in unison as they three of them quickly headed out of the library and towards the apple farm.

* * *

"Attention! This is a Sweet Apple Acres Code red!" Applejack announced as she and Rarity stood in front of the barn as they watched the rest of the Mane 6 and Lincoln and Wendy approach them. "Ah need all hooves…and claws…and hands on deck!"

As their friends approached them, Rarity put her hooves on her marefriend's shoulders and started to lightly massage them. "Applejack, darling, calm down." Rarity said in a soothing voice. "I'm just as worried and concerned as you but you need to calm down so we can take care of this rationally."

Applejack took a deep breath as she relished the feeling of her marefriends massage. "Thanks sugarcube, I needed that." Applejack said as she turned to Rarity.

"Anytime darling." Rarity said sweetly followed by a kiss to the farm pony's cheek.

"So what's wrong Applejack?" Lincoln asked as he turned around and looked at the orchard around them. A lot of the trees in the orchard have, to say the least, have seen better days. Many of them were wilting with the leaves falling off and turning a dry brown color. And to top it off, all the apples were on the ground and looked like they have been drained dry. "And what happened to your orchad?"

"The trees our dying." Wendy said in a soft saddened tone as she looked at all the near dead trees.

"I'll tell you what's happening." Applejack said in a serious tone as she walked up to everypony. "The Vampire Fruit Bats did this!"

"…Vampire fruit bats?" Lincoln asked in a confused tone. While he's seen, and turned into, a large variety of creatures Vampire Fruits Bats? That was a new one.

"But I thought the fruit bats stayed put in the west Orchard?" Twilight asked with confusion that was different from Lincolns. She knew that fruit bats were common around an orchid like this, but the Apple family had set up a spot specifically for them so they wouldn't have to worry about the rest of the farm.

"But these aren't just your everyday ordinary fruit bats. I already told y'all." Applejack then turned to everypony and put on a dramatic face that she probably learned from her marefriend. "_They're vampire fruit bats."_

They then watched as Applejack walked up to a tree that was covered in a large tarp. "And I'll be darned if I let them sink their fangs into my blue-ribbon apple." Applejack then tore away the tarp and revealed an apple tree with an apple even bigger than Big Mac. So big it bent down the tree with the apple resting on the ground.

"What the heck?!" Lincoln shouted in surprise. "That doesn't seem psychically possible!"

"Well believe it darling." Rarity said with pride for her marefriend as everypony gasped an aw'd at the literally Sparkling Apple.

"This here's our entry for the Appaloosa State Fair's produce competition." Applejack explained as she started polishing the apple with her tail. "You know how much TLC goes into getting an apple to grow like this?"

Rarity then walks up to the apple with Applejack's polishing making it so that the white unicorn could literally see her reflection on the red surface of the giant fruit. "Well darling, you truly did a great job. It looks absolutely…fabulous." Rarity said as she adjusted her mane and focused on her reflection.

"Its certainly the biggest fruit I've ever seen." Wendy complimented as she looked at the apple in amazement.

Applejack nodded at the girl as she spoke up. "Them Vampire Fruit bats want to shrivel it up like a raisin."

Lincoln then picked up one of the sucked dry apples on the ground and looked over it. "Huh, so it looks like Vampire Fruit Bats drink just the juice from fruit instead of just eating the fruit itself." Lincoln summarized for himself as he saw the two holes in the apple that resembled a vampire bite.

"Yeah, and they've been sucking all the juice from mah apples!" Applejack said as she stomped on a dried-up apple on the ground.

"Huh, I thought that was Rarity's job." Rainbow Dash said with a smirk only to have a dried-up apple thrown at her face by the fashionista herself.

"Oh, sorry darling, I didn't see you there." Rarity said with disdain in her voice as she narrowed her eyes at the blue Pegasus.

Just then Fluttershy flew up to Applejack and decided to add her two-sense into the situation. "Ooh, I'm sure if we just let them know how special that particular apple is to you, they'll leave it alone." The yellow Pegasus told the farm pony with certainty.

"Yeah, right." Applejack said, not believing that for a second. "Be my guest."

Fluttershy smiled before she made her way over to the trees where the Vampire Fruit Bats were hanging out at. Fluttershy landed and looked up at the trees with the Vampire Fruit Bats looking at Fluttershy with their red eyes. "Um, excuse me, Mr. Vampire Bat." Fluttershy said as she avoided a dried-up apple being thrown at her. "We were just wondering if, maybe, you wouldn't mind leaving that really big apple alone?"

The only response Fluttershy got from the bats was one of them spitting apple seeds at her causing the shy Pegasus to retreat. Fluttershy then walked up to Applejack as she used to her wing to brush apple seeds out of her mane. "Well, what'd he say?" The farm pony asked.

"Um…yes." Fluttershy said with uncertainty. Applejack perked up and smiled but right as she did that Fluttershy spoke up again. "But it could have been a no." Applejack gave an unamused expression in response. "This is the first Vampire Fruit Bat I've ever met and well, it might take some time for me to really understand their language."

"Uh-huh." Applejack let out with the same expression. "And in the meantime, this pest and his vermin friends are gonna go after my prized apple, and while they're at it, every other apple in the orchad. These Vampire Bats are nothin' but a bunch of monsters."

"Monsters?" Fluttershy gasped out. "That's a bit harsh don't you think?"

"While I wouldn't use the word 'monster' they are definitely a pest." Lincoln said as he had to look at the ground while walking so he wouldn't step on any apples. "And pest need to be taken care of." And just then Lincoln thought. '_Dear God please don't let Lucy find out what I just said.'_

"Thank you Lincoln." Applejack said while giving the Loud boy a smile. "And trust me Fluttershy, they are _nothing _but monsters, pest, or whatever word ya use."

Just then music started in the backround making Wendy gasp and smile. "They're gonna start singing!" Wendy said with excitement in her voice. Just then she turned to her boyfriend and was about to ask him something, but Lincoln answered without her having to say anything.

"Go ahead, I think I'm just gonna sit and watch this time." Lincoln said as he leaned against a batless tree. "The songs here are catchy."

"Yay!" Wendy said as she ran up to everypony else as Applejack started singing.

Applejack:

_Those vampire bats will give you a fright_

_Eating apples both day and night_

_They rest for a minute, maybe three_

_Then they're eatin' every apple in your apple tree_

_They don't care about nada, not zilch, no, nothin'_

_'Cept bringin' about an orchard's destruction_

As Applejack sung, she proved her point as the Vampire Fruit Bats ate every apple in their sight while also causing the trees to be striped of her leaves. Just the Fluttershy joined in and tried to reason with the orange Earth Pony.

Fluttershy:

_Now wait just a minute, there's another side to this_

_And if I did not defend them, then I would be remiss_

_These bats are mamas and papas too_

_They care for their young just like we ponies do_

Fluttershy showed a little bat family that was rest on top of a tree to prove her side of the argument.

Applejack:

_Oh, give me a break, you're bein' too kind_

_These creatures have a one-track mind_

_The orchard is not their restaurant_

_But do they ever think what others may want?_

_No! They don't! And that is just a fact_

_These bats, they simply don't know how to act_

As Applejack sung, she showed off Vampire Fruit Bats fighting over an apple before shooing them away.

Fluttershy:

_That's where I have to disagree_

_They're loyal to their family_

_Spreading seeds both far and wide_

Applejack:

_You see one comin', you'd better run and hide!_

_They're big and ugly and mean as sin_

_Will ya look at the state my trees are in?_

Applejack showed all the orchards wilting and dying trees.

Fluttershy:

_They help your trees, they'll grow stronger faster_

Applejack:

_They've turned my life to a total disaster!_

Just then the other ponies and Wendy decided to step in and defended AJ with AJ's marefriend singing up first.

Rarity:

_Well, I for one don't have a doubt_

_These vermin must be stamped right out_

Rainbow Dash:

_I second that, they've got to go_

Wendy:

_These bats, they've got to hit the road_

Applejack:

_It comes down to just one simple fact_

_They've crossed the line, it's time to fight them back!_

Everypony then started circling around Fluttershy and taking Applejacks side as they all sang in unison.

AJ, Rarity, PP, RD, TS, and Wendy:

_Stop the bats! Stop the bats!_

_Make them go and not come back!_

_Stop the bats! Stop the bats!_

_Make them go and not come back!_

_Stop the bats! Stop the bats!_

_Make them go and not come back!_

Applejack:

_Yes, it comes down to just one simple fact_

_They've crossed the line, it's time that we attack!_

Once they were done they heard clapping and looked to see Lincoln looking at them an applauding. "Nice!" The Loud boy complimented.

"How was I for my first time? I didn't mess up did I?" Wendy said a bit anxiously and she twirled around her hair.

"You did great babe!" Lincoln told her with Twilight nodding in agreement and patting the back of Wendy's leg in encouragement.

Just then Rarity walked up to Fluttershy and helped the Pegasus stand back up as Applejack's pressure from the final parts of the song made Fluttershy fall down and cower on the ground a bit. "I'm sorry, Fluttershy, but I believe Applejack has made the better argument. These Vampire Fruit Bats sound downright dreadful."

"Rarity, aren't you kinda biased in this argument?" Lincoln asked the purple maned Unicorn with a smirked on his face.

"I have no idea what you're talking about darling." Rarity said as she turned her head away from Lincoln.

"So, let's get to roundin' them up so that they don't destroy the rest of mah orchad." Applejack said as she walked forward.

"Fruit bat round up! Fruit bat round up!" Pinkie Pie sang as she bounced forward.

"Um, excuse me, but what if instead of rounding them up, we let them have part of the orchard." Fluttershy asked as she looked at her friends with a hopeful smile.

Everypony stopped as they turned around with Applejack looking at Fluttershy like the yellow Pegasus was crazy. "Have you lost your pest-lovin' mind?" The farm pony accused.

"Not a bad idea honestly." Wendy spoke up as Applejack then gave the look she gave Fluttershy to Wendy with Fluttershy giving the tall girl a bright smile. "Keep them copped up in a single place of their own and they should leave everything else alone."

"Yes! Exactly!" Fluttershy stated as she walked up to Applejack. "They're only hear because their hungry. If we build a sanctuary for them, they could have their own apples to enjoy. After a while, they could even help the rest of your orchard."

Fluttershy then walked over to a tree with Vampire Fruit Bats hanging off it and pointed to all the apple seeds on the ground. "The Vampire bates don't ear the seeds of the apples and when they spit them out, they grow into even more productive apple trees." To finish her point, Fluttershy pointed to an apple tree that was even taller and had more apples then most other trees.

"Listen, Fluttershy, that sounds real nice and all, but every second we spend buildin' this so-called _Sancturay _is a second they'll spend detroyin' orchard." Applejack told the shy Pegasus firmly, clearly not on board with the idea. "You don't know what it was like the last time there was an infestation, but Granny Smith has told me enough stories about it that just the thought of it gives me nightmares."

Applejack then went on to tell everypony the story of the last Vampire Fruit Bat infestation. "_Granny says we lost a huge section of orchard that year. They had to ration out apples all winter."_

"What about the cider?" Rainbow Dash, being a huge cider enthusiast, asked with concern over these Vampire Fruit Bats making it so there wouldn't be any cider this season. "There was still cider, right?"

"Not. A. Drop." Applejack said in a serious tone as she looked the rainbow maned Pegasus in the eye.

"No cider?! NO CIDER?!" Rainbow Dash responded in a horrified and panicked tone. "We need to round up these monsters and we need to do it now!"

"Wow." Lincoln said in a blank tone.

"If Granny Smith wasn't with Apple Bloom and Big Mac checkin' out our produce competition in Appaloosa, she'd be here tellin' us to do just that." Applejack explained to everypony as Fluttershy lowered her head.

"I'm sorry, Fluttershy, but I think Applejack is right." Twilight said as she approached the shy Pegasus. "I just wish there was another way we could convince them not to eat them in the first place."

"Too bad that's not some kind of spell that would get rid of their appetite for apples." Lincoln said as he slapped away a Vampire Fruit Bat that flew in close to him. The bat hissed at Lincoln in response before flying away.

Twilights eyes widened in response to Lincolns words. "Lincoln! That's it! You're a genius!" Twilight said to the Loud boy as he rose an eyebrow in response.

* * *

The Mane 6, Spike, Lincoln, and Wendy were now back at the Golden Oaks Library per Twilight's request. Twilight currently had a bunch of open books in front of her as she spoke up to everypony in the room. "Ok, I got good news and bad news." Twilight informed everypony. "The good news is that I've found a spell that can get the Vampire Fruit Bats to stop wanting to suck the juice from the apples. But in order for the spell to work, I need the bats full and complete attention."

Fluttershy then gasped as she had a good idea what Twilight was about to ask of her. "Oh, no."

"Fluttershy, I need you to do your Stare on the bats." Twilight told her shy friend as Lincoln and Wendy's eye's widened.

"Oh boy…" Lincoln said as he rubbed his eyes as they started to feel dry at the mere mention of that word.

"Isn't that what you two tested with Rath the other day?" Wendy asked her boyfriend with a curious head tilt.

"Yeah…and we ended up in a staring contest for FOUR…HOURS!" Lincoln groaned out as he remembered his and Fluttershy's eyes were red for the next 12 hours after that. Needless to say, that was a bad idea.

"I'm not sure about this Twilight…" Fluttershy said with massive amounts of uncertainty.

"What's the problem?" Rainbow asked as she landed in front of her fellow Pegasus. "You've used the stare plenty of times before."

"Yes, but it's not something I take lightly; I've made a vow not to use it except in dire circumstances." Fluttershy said in a surprisingly serious tone.

"It's a dangerous weapon. Not to be taken lightly." Lincoln said as he turned around and made a serious expression nopony could see.

"This circumstance is plenty dire to me." Applejack stated sternly as she narrowed her eyes at Fluttershy.

"Me, too!" Rainbow Dash agreed as she got on her hind knees. "Think of the cider! Won't somepony please think of the cider!"

"I'm sorry, I just don't like the idea of taking away the thing that really makes the vampire Fruit Bats, Vampire Fruit Bats." Fluttershy stated as she got right into Applejack's face. "It just feels wrong!"

"I mean its not really taking what makes them, them away." Wendy said as she snacked on a banana. "We're just making them not like apples, there's plenty of other fruits in the world."

"She's right." Twilight said while nodding at Wendy. "Besides, if we don't do this, there won't be any apples left for anypony here in Ponyville. Doesn't that feel wrong, too?"

"Um, well-" Fluttershy was saying before two blue hooves grabbed her cheeks.

"Come on Fluttershy please! You have to!" Rainbow Dash pleaded as she tried to look Fluttershy right in the eye.

'_Don't look at the eyes! Don't look at the eyes! Don't look at the eyes!' _Fluttershy constantly repeated in her head as she tried to avoid looking at the rainbow maned Pegasus's eyes. However, Fluttershy's will only last so long as her eyes started to look forward on their eye own. The result was Fluttershy seeing that Rainbow Dash was giving her the biggest set of puppy dog eyes the yellow Pegasus has ever seen, even from other puppy dogs.

Fluttershy's cheeks started turning red and sweat went down her head as she tried her absolute hardest to resist that cute, pleading eyes. But it was a lost cause as Fluttershy ended up yelling. "ALRIGHT I'LL DO IT!"

"Yay! Thanks shy!" Rainbow Dash said as everypony else in the room cheered as the blue Pegasus tightly hugged Fluttershy tightly.

A hug Fluttershy was all too happy to return at the pink maned Pegasus whispered. "Why do you have to be so adorable?"

"What was that?" Rainbow Dash asked in a confused tone as she didn't quite hear Fluttershy.

"Nothing!" Fluttershy squeaked in response.

* * *

Back at Sweet Apple Acres, the Mane 6 were hard at work round up the Vampire Fruit Bats. Pinkie lured them by using a hat of apples, Rarity tried using a net while wearing a hazmat suit, but an apple accidently splatted on her hazmat suit leading the fashionista to running away screaming while Vampire Fruit Bats chased her. Rainbow Dash used her speed and simply grabbed every Vampire Fruit Bat in sight. Fluttershy, Twilight and Applejack set up buckets of apples at a tree that was by itself next to a hill. Finally, Lincoln and Wendy were teaming up by Lincoln turning into Echo Echo and making a sonic wave that drove the bats away from him with Wendy holding Echo Echo like a gun and aiming the sonic waves at any given direction.

Soon enough, they had all the Vampire Fruit Bats from the orchard gather in one spot. "Good work everypony, I think we got them all." Applejack said as everyone but Fluttershy looked to the tree and nodded. Applejack then looked to Fluttershy and told the yellow Pegasus. "Now all we need is for you to do your Stare."

Fluttershy gulped nervously in response as she gave a shaky nod. "O-Ok…" Fluttershy whimpered out as she turned to the Vampire Fruit Bat infested tree and flew up to it. "I really, really, really hate to do this to you. I just hope you can forgive me…"

Fluttershy then took a deep breath as she used her trademarked "Stare" on the Vampire Fruit Bats. Fluttershy gave a look that was to horrible to properly describe in fanfiction as the Vampire Fruit Bats looked to her and hissed, only to completely freeze as they were completely frozen and stuck in place due to the effects of the Stare.

"Don't look directly at it!" Lincoln warned his friends as he and most of the group covered their eyes and looked away.

Applejack and Twilight were the only ones looking as Applejack nodded in approval. "Good." The farmpony said before turning to Twilight." Now you go, Twilight."

"All right!" Twilight said with a nod and a determined expression. Twilight then walked up to the tree and looked up at the paralyzed bats. Taking a deep breath, Twilight focused on her horn as it glowed brightly with purple magic. Soon all the Vampire Fruit Bats were covered in a purple aura as Fluttershy kept up her Stare. After a few more seconds, Twilight ceased her magic and looked at the bats with a satisfied smiled. "You can stop starling, Fluttershy." Twilight told the yellow Pegasus who was still using the Stare.

Fluttershy sweated a bit as she struggled to blink. But once she did, she was no long using her Stare. "Did it work?" Spike asked as Fluttershy landed back on the ground.

"Only one way to find out for sure." Applejack told the young dragon before she looked up at Rainbow Dash and gave the blue Pegasus a nod.

Rainbow Dash saluted at the farm pony and proceeded to fly up to a Vampire Fruit Bat, who was rubbing its eyes after being freed from the Stare's gaze, and offered an apple to it. The bat sniffed the red fruit for a bit before turning its head away and flying away with the rest of the bats following close behind.

"Woo!" Rainbow Dash cheered as everypony looked up and smiled at the success.

"My crop is saved! Yee-haw!" Applejack cheered as she lifted up Rarity in victory and gave the fashionista a big happy kiss on the lips. Rarity hummed in delight and happily kissed back.

"We'll be drinking cider all winter long!" Rainbow Dash cheered as she did a loop-de-loop in the air. The blue Pegasus then flew up to Fluttershy and wrapped her into another hug. "Shy your awesome!"

Fluttershy's faces went beet red as she slowly returned to hug with a small smile coming to her muzzle as she leaned into the blue Pegasus's embrace. "Hehe…t-t-t-thank y-you R-R-R-Rainbow D-D-Dash." Fluttershy stuttered as Rainbow Dash pulled out from the hug, much to Fluttershy's disappointment.

"Alright y'all, let's get to sweeping away all these apple cores so I can get ready for Applebucking tomorrow.

Everypony nodded at Applejack as they went off to go help the orange farm pony with the work. However, suddenly the corner of Fluttershy's eye caught sight of a shiny red apple on the ground. Her lips suddenly started watering as she looked at the fruit when-

"Yo shy?!" Lincoln yelled at the distance snapping Fluttershy out of her apple trance. "You coming!?"

"Oh! Uh, yes! I'm coming!" Fluttershy yelled back as she ran after her friends.

* * *

The next morning Wendy and Twilight were in a similar position to yesterday morning only Twilight was on Wendy's laptop playing with Wendy watching. "Is this popular with ponies with OCD?" Twilight asked as she focused on the game.

"Why would you say something like that?" Wendy asked Twilight as she looked at the Alicorns face.

"Cause I'm starting to love it." Twilight answered as she smiled soon followed by Wendy smiling.

Just then the two heard a clanging sound as well as a delicious aroma coming from the other side of the room and looked up to see Lincoln having placed a perfectly made pizza on the table with a crossed armed Spike next to him. "And _that's _how you make a pizza." Lincoln said in a victorious tone.

"Yeah, yeah." Spike grumbled as he looked away from the Loud boy.

Wendy and Twilight giggled at the scene in front of them when-

_DING! DING! DING!_

"What the-is that the bell again?" Lincoln asked with confusion as he looked out the window and towards the direction of Sweet Apple Acres.

"Yeah, but what could be wrong this time?" Twilight asked with confusion. "We took care of the Vampire Fruit Bats."

"We better go check it out." Wendy said as she and Twilight got up with Twilight using her magic to close the laptop.

* * *

"The spell didn't work!" Twilight gasped in response and as she and everypony looked as more dried-up apple cores on the ground just like yesterday.

"Or maybe it was temporary." Lincoln guess with his hand on his chin.

"Regardless of which it is, we need to take more drastic measures to deal with these pests!" Applejack said as she stomped her hind hooves on the ground.

"Right! Let's go round these bats up!" Rainbow Dash said as she and everypony else took off looking for the Vampire Fruit Bats. They…didn't have to look for long though. After just a few seconds they saw a bunch of Vampire Fruit Bats flying and hanging around an apple tree…not eating any of the apples.

"What the?" Wendy said with confusion. The Japanese girl then looked down and saw a perfect apple on the ground and proceeded to pick it off an offer it to a bat that was reading a magazine. The bat sniffed the fruit for a moment before turning its head away and smacking the apple out of Wendy's hand. "Well, the spell worked. They clearly don't wanna eat apples."

"Then these bats aren't the ones that sucked mah apples dry." Applejack stated with a contemplating look.

"But if the vampire bats aren't eating you apples…" Rarity began.

"Who is?" Twilight finished for the fashionista.

Lincoln put his hand to his chin for a moment as he closed his eyes in thought. "We better do a stake out." Lincoln told the group as they all looked to him. "Clearly who or whatever is doing this is doing it at night, so we just gotta stay up till then and find the culprit!"

"Yeah!" Everypony cheered in agreement.

* * *

_**MIDNIGHT**_

"The witching hour…" Rainbow Dash spoke in a spooky tone as she and the rest of her friends walked around the orchard right at 12 AM.

"Maybe we should call this off." Fluttershy said as she looked up at the trees. "I don't know about the rest of you…but I'm _really _hungry." Everypony watched as Fluttershy looked up at the apples on the tree with drool dripping off her lips.

Everypony looked at her confused for a moment when, "_Genetic damage detected. Genetic damage detected. Genetic damage detected."_ Everypony then looked to Lincoln as the Loud boy lifted up his left hoodie sleeve and saw the Ultimatrix beeping and constantly saying "_Genetic damage detected."_

"What?" Lincoln said in a confused tone as he looked over everypony present. Fluttershy was still starring at the apple tree, but nothing seemed off about anypony. "There's no genetic damage. Stupid things probably on the fritz again." Lincoln told everypony as he lightly hit the Ultimatrix.

After a few hits, the Ultimatrix stopped beeping with Lincoln nodding in satisfaction. "Keep that thing under control will ya." Applejack told the white-haired human. "We don't need what or whoever we're looking for to hear us coming."

"Sorry." Lincoln apologized as Rainbow Dash shook Fluttershy out of her trance.

"So, does everypony have their signal?" Twilight asked as she and everypony else walked forward again. Rarity nodded as she and Twilight lit up their horns and created spotlight from them that made an outline of their cutie marks in the middle. Pinkie then pulled up a flashlight she held with her air that also made an outline of her Cutie Mark from inside. Wendy then pulled up her own flashlight that had an outline of the kanji for Danger.

"Remember everypony, only use the signal if you see something suspicious." Applejack told everypony.

"Got it!" Wendy said as she turned her flashlight off.

"Okie doki loki!" Pinkie Pie said as she faced Applejack and accidently shining the light in the farm ponies' eyes. Pinkie then faced forward again with her eyes narrowed. "Something suspicious."

Pinkies eyes then widened as she heard a sniffing sound and looked to see Fluttershy sniffing an apple and shined the light at here. "What are you doing?!" Pinkie yelled causing Fluttershy to jump.

Fluttershy backed away from Pinkie a bit before walking away with the pink pony stuffing the flashlight in her mane and following Fluttershy and the rest of her friends. They then hit a split path with Wendy saying. "Alright guys better split up. Cover more ground."

"Right, whoever's destroying mah orchard has got to be here somewhere." Applejack said as everypony started to split up and take their own section of the orchard. All except Rarity who preferred to stay with Applejack under such a spooky environment.

* * *

A little while later, Pinkie was by herself looking around the area. Suddenly she heard the sounds of shaking branches and gasped. She looked in the direction of the source of the sounds and looked to see a drained apple with two fang marks. Pinkie smiled as she said. "Suspicious! Hee hee!" Pinkie cheered as suddenly a park of her mane reached into the rest of her hair and pulled out the flashlight. "It's pony signal time!"

But suddenly a shadowy figure sped past Pinkie causing the pink party pony to miss catching her flashlight.

* * *

"Alright Spike…relax…nothing out here can hurt you…" Spike told himself as he walked through the orchard with his body shaking. "It just eats apples. Not dragons. You're perfectly fine, you're fine, you're fine, you're-"

But just then Spike saw a shadowy figure fly above him making Spike freeze. "W-W-W-What w-w-w-w-was that…" Spike stuttered as he looked around. He looked back and forth a few times and saw nothing. The young dragon breathed a sigh of relief. "Whew, just my imagination. Everything is-"

But just then the shadowy figure flew right above Spike's head. "AAAAAAHHH! NOT FINE! EVERYTHING IS NOT FINE!" Spike yelled as he ran away screaming.

* * *

With Wendy, the Japanese girl was walking through the fields in a battle stance, ready to pick a fight if needed. Just then a shadow of something appeared and moved in front of her at great speeds. "Got you know." Wendy quietly said with narrowed eyes as she quietly walked towards where the shadow went.

Soon, Wendy eventually saw a figure through the fog. She flinched for a moment before leaping towards the figure. "Gotcha!" Wendy yelled as she talked the figure to the ground…only find that it was a scarecrow.

"Oh…" Wendy said as she got on her knees. "Well, this is embarrassing."

* * *

With Twilight, she was walking through a more open part of the orchard and was startled by a noise, but when she looked at the source of it found only an owl. The Alicorn breathed a sigh of relief but then looked up at the sky and saw both Applejacks and Rarity signals not to far away.

Twilight quickly ran towards the area and found Applejack and Rarity there and starring up at a tree with their jaws dropped as much as possible. "Applejack, Rarity, what is it?" Twilight asked in concern.

Twilight's response was suddenly getting bonked on the head by a dried-up apple. When Twilight looked up, she saw something about the size of a pony hanging upside down from the tree. A strangely…familiar pony.

Suddenly Pinkie was hanging upside down from the tree in front of the other pony-like creature and shined her Flashlight it. "Suspicious!" Pinkie yelled as she hung onto the branch by her tail.

But just then, the creature unwrapped its wings from its body and showed itself to be none other then…

_Fluttershy_

Fluttershy had seemed to have transformed into a bat-like form. Her Cutie Mark had turned from three pink butterflies to three pink bats, her fur and mane were now a darker shade, she had red eyes and two long fangs and her feathery Pegasus wings were now big leathery bat wings.

Just then Rainbow Dash, Spike, Lincoln, and Wendy walked up to the rest of the ground with all of their jaws dropping as well. They then watched as Fluttershy faced an apple hanging on the tree she was one and her tongue suddenly stretched out and grabbed it and pulled it into her fangs where she quickly drunk the apple dry and spit the remains out in front of her friends.

"Huh…" Lincoln said with a frozen expression. "I guess there was genetic damage."

"Fluttershy?" Pinkie asked as she directly faced Fluttershy while shining her flashlight at the Batty-Pegasus. "Yooo-hoo! Fluttershy!" However, the only response Pinkie got was Fluttershy hissing right at her face and making the pink pony fall on the ground.

"That's not Fluttershy!" Rarity said as she looked at her transformed friends. "That's _Flutterbat_!"

Everypony gasped in response as they watched Flutterbat suck another apple dry. But just then Wendy turned to everypony with a raised brow. "Is there really that much of a difference though? I mean if you really think about it-" However, Wendy was met with a dried-up apple hitting her in the face and a hiss from Flutterbat. "Aright! Fine! I'll shut up."

"Well, this is an interesting development." Lincoln commented as know he was certain his sister Lucy would love this world now that he knew vampire ponies were a thing.

"How could this have happened?" Twilight questioned in a concerned tone. "We have to get her down from there."

"Um, Fluttershy darling, could you please come down!" Rarity called out to Flutterbat. "And…do stop being a vampire bat please!"

"_HISSSSSSSS!_" Was Flutterbat's only response as she turned her head to get another apple.

"Alright, enough of this!" Rainbow Dash said as she flew up to Flutterbat who had her head turned away from Rainbow. "Hey! Fluttershy! It's me, Rainbow Dash!"

Flutterbat was about to use her tongue to grab another apple…but stopped when she heard Rainbow's voice. Flutterbats eyes slowly widened as she turned her head and looked Rainbow Dash right in the eye. "Yeah that's right! Look at me when I'm talking to you!" Rainbow Dash yelled as Flutterbat kept a straight face. "Now, why don't you cut the bat act and come on down?"

…

Silence was Rainbow Dash's response as Flutterbat kept staring at her. Rainbow Dash, in typical Rainbow Dash fashion, quickly grew impatient as she rose an eyebrow at Flutterbat and spoke again. "Well? Do I have to repeat myself?"

…

Rainbow Dash growled in irritation at still getting no response and was about to speak up, but suddenly watched as Flutterbat gained a dreamy smile and red hearts formed in her eyes. "_Rainbow Dash…_" Flutterbat said in a dreamy tone.

Suddenly a shiver went through all of Rainbow Dash in response as the blue Pegasus started to feel uneasy all of a sudden. "Uuuuh, y-y-yeah t-that's me…Rainbow Dash…" The speedy Pegasus stuttered as nervousness suddenly took control of her.

"Rainbow Dash?" Lincoln called out to her. "Whats-What's going on up?"

"I-I don't know." Rainbow Dash said in an uneasy tone. "She's just…starring at me."

"_Rainbow Dash…_" Flutterbat repeated in the exact same tone.

"You…you said that." Rainbow Dash said before gaining a nervous smile with a few beads of sweat coming down her head. "You-You know what, you can just…stay right there if you want. I won't judge you if you wanna…be a bat. Hehe, so I'm just gonna leave ya to it, ya know?"

Rainbow Dash then started to slowly back up, but as she did so Flutterbat left her perched and spread her bat wings and started following Rainbow with hearts still in her eyes. "Oh…uh…ok…you can follow me…I guess." Rainbow Dash said as she started shaking. "Just…keep your distance. I like my space ya-ya know…" But the more Rainbow Dash back up, the more Flutterbat followed.

"What's she doin?" Applejack asked in a confused tone.

"Ok…still following me. Ok look, you want more apples. I can give you more apples. I can…I can…I…can…" Rainbow Dash then watched as Flutterbat flapped her wings as high as they go…a clear sign that she was getting ready to pounched. "Oh Crap-BASKETS!" Rainbow Dash then started flying away as fast as she could with Flutterbat quickly following suite and flying after Rainbow Dash and actually keeping up.

"What the heck!?" Twilight Sparkle yelled in surprise. "What's going on?!"

"Come on! Let's follow them!" Spike suggested with everypony quick to agree and take off after the Pegasus and Vampire-Pony.

"AAAAAAAAAAAHHH! WHY ARE YOU DOING THIS SHY?! COME ON SNAP OUT OF IT!" Rainbow Dash yelled as she flew away with Flutterbat close behind.

"_Rainbow Dash…_" Flutterbat repeated again as she flew after the blue Pegasus with the hearts never disappearing from Flutterbats eyes.

"STOP SAYING THAT!" Rainbow Dash said as she tried maneuvering around the trees in the area to try and lose Flutterbat. But it was a fruitless effort as Flutterbat perfectly copied Rainbow Dash's moves and was able to keep following the Pegasus. "OH COME ON!"

"So wait, your saying that the Vampire Fruit Bat's urge to eat apples went into Fluttershy and turned her into Flutterbat?" Lincoln asked as he and everypony else ran after Rainbow Dash and Flutterbat.

"Yeah! It pretty much transferred the urges of the Vampire Fruit Bats into Fluttershy!" Twilight answered as she finished explaining how when she cast the spell on the Vampire Fruit Bats the bats urge to be bats and eat apples when into Fluttershy instead of out right disappearing.

"That must have been what the Ultimatrix was talking about genetic damage earlier!" Wendy said as she remembered the Ultimatrix informing them about some kind of genetic damage nearby.

"If that's the case I should be able to fix this!" Lincoln said with a smile.

"Really?" Rarity asked as she turned her head to the Loud boy.

"Yeah, the Ultimatrix has a function that can fix any sort of damaged or altered DNA. It should be able to change Flutterbat back to Fluttershy." Lincoln informed the group making them perk up. "We just need to find her and get some way to make her stand still so I can do it."

"Well first we gotta find em!" Applejack said when-

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHH!" Suddenly Rainbow Dash flew above everypony screaming as Flutterbat continued her pursuit of the blue Pegasus. "WHY IS SHE ONLY CHASING ME?!"

"MAYBE YOU HAVE APPLE'S IN YOU POCKETS!" Pinkie yelled as Rainbow Dash started flying in a circle so she could stick with her friends and run away at the same time.

"I DON'T HAVE POCKETS!" Rainbow Dash yelled back in an irritated tone. "WHY IS SHE DOING THIS?!"

"Good question." Twilight said as she put a hoof to her chin. "The spell made it so Fluttershy would crave apples like the Vampire Fruit Bats did but I don't get why she's chasing Rainbow all of a sudden."

"Hmmmm." Wendy hummed in thought as she looked at Flutterbat chasing Rainbow with a hand on her chin. Just then it clicked as Wendy gave a wide smile. "Oooooh! _That's _why. Hehe looks like going batty finally gave Fluttershy the confidence she needed to get what she wants."

"Oooooo! You're right!" Pinkie Pie said as she started giggling. "About time!"

"Huh, I suppose you're right darlings?" Rarity with a small smirk as she saw Flutterbat with hearts in the vampire-pony's eyes. "I suppose Shy always did need a little push."

"Yeah…didn't exactly have this in mind though." Applejack said sheepishly followed by a small chuckle.

"Uh, what are you guys talking about?" Spike asked as he was completely clueless to everything everypony was saying.

"We'll tell you later fax machine." Lincoln told the young dragon with Spike giving Lincoln an unamused look.

"WOULD GUYS STOP BLABBING AND HELP ME!" Rainbow Dash yelled as, while she didn't hear them, she did know they were talking and not helping her get this crazy vampire-pony off her.

"Alright, as fun as this is, we should probably help her." Lincoln said as he went for the Ultimatrix. "So, we gotta get her to stand still for me to my thing, so we should probably knock her out. Looks like its time to go Gutrot!" Once Lincoln found said alien on the Ultimatrix, he slammed it down and was engulfed in a green flash.

But, instead of getting Gutrot, Lincoln had turned into a, coincidentally, a vampire-like alien with pale-skin and wearing a black and orange jumpsuit with a chestplate. He had blackgloves with orange fingers that had sharp claws as well as an orange mask on his face and green eyes as well as bat-like wings under his arms. Finally, he had the Ultimatrix symbol on his stomach.

"**WHAMPIRE!**" The transformed alien yelled loudly followed by a bat-like screech. However, Whampire's eyes widened as he looked over himself and gave an unamused expression. "Oh yeah, very funny Ultimatrix." Whampire said in a Transylvanian accent. "One of our friends has turned into a vampire so you turn me into a vampire, very funny. Ugh, fine, I'll do it your way."

"You sure you can do it with that form?" Twilight asked as she back away from Whampire.

"Well…I'll have to knock her out the old-fashioned way so we'll see." Whampire said before taking off into the sky.

"PLEASE! STOP! CHASING ME!" Rainbow Dash pleaded to Flutterbat as the vampire-pony continued to remain persistent.

"_Rainbow Da-_" But before Flutterbat could finish, suddenly Flutterbat was tackled by a orange and black blur. Rainbow Dash was finally given the chance to stop as she saw Flutterbat on the ground. Flutterbat groaned as she stood up and looked up to see a shadowy figure looking down at her with green eyes.

"_I am vengeance…"_

"_I am the Night…_

"_I…am…WHAMPIRE!"_ Whampire then completely showed himself as he descended from the tree at high speeds and proceeded to land a kick right at Flutterbats face.

Flutterbat was sent back a bit by the kick, but quickly got up and shook her head and glared at Whampire before letting out a hiss. "Why don't you pick on someone your own size!" Whampire challenged while making a 'come on' gesture with his fingers.

"…Ok. I'm out." Rainbow Dash said as she hid in a bush so she could safely watch the upcoming fight.

"_HISSSSSS!" _Flutterbat let out as she charged at Whampire at full speed.

Whampire's eyes widened as he barley dodged the upcoming vampire-pony. "Woah! Close one!" Whampire comment as he reared his fist back. He attempted to land a punch on Flutterbat, but her reflexes was surprising good as she ducked under the punch and proceeded to head butt Whampire gut.

"ACK!" Whampire coughed up spit as the air was knocked out of him. But the Vladat refused to give in as he kneed Flutterbat in her gut causing Flutterbat to cough up spit this time. "Ha…doesn't feel good does it." Whampire said in a raspy voice.

However, the response Whampire got was Flutterbat opening her mouth and biting into Whampires arm. "OUCH! HEY! LET GO!" Whampire howled as he tried to shake Flutterbat off his arm. But Flutterbat held on tightly as she growled.

Just then Whampire watched as Flutterbat spread out her wings and started flapping them. "Uh-oh." Whampire said before yelping as Flutterbat took off and high speeds and dragging Whampire with her. "Hey! Let go already!" Whampire yelled as he used his other arm to punch Flutterbats side.

But Flutterbat didn't let go or even seem to respond to the attacks as she started to drag Whampire through some trees and made it so Whampires face would get repeatedly hit by branches. "Ow! That's! Ow! Not! Ow! Cool! OW!"

Flutterbat could be seen giving a tiny grin while still holding Whampire's arm. After dragging the Vladit's face through the branches a few more times, Flutterbat threw Whampire into the air and finally letting go of his arms, and when the transformed Loud boy reached her level Flutterbat turned around and proceeded buck Whampire right in the gut and send him crashing towards the ground and going right through a tree.

A dust cloud formed when Whampire landed and when it cleared it showed the Vladit looking rather beat up. "Uuuugh…she's…tougher than she looks." Whampire was then knocked out with him turning back to Lincoln and laying on the ground.

"Oh no! Lincoln come on!" Rainbow Dash yelled as she came out of her hiding place and flew over to the unconscious Loud boy. "Come on! You have to wake up!"

"_Rainbow Dash…_"

Rainbow Dash froze at the familiar voice and slowly looked behind her only to have no time to react as Flutterbat charged at Rainbow Dash and proceeded to scoop her arm by grabbing her neck with her mouth and holding her like cat would hold a kitten.

"AAAAAAAHHH!" Rainbow Dash yelled as Flutterbat started to drag her away.

"Rainbow Dash!" Applejack, Rarity, Twilight, Pinkie, Spike, and Wendy yelled as they started to approach the scene.

"HEEEEEEEEEELP!" Rainbow yelled one last time as Flutterbat took her away.

"…Whoopsie…" Pinkie said as they all looked at the direction Flutterbat took Rainbow.

Wendy then looked where her boyfriend was and gasped. "Lincoln!" Wendy called out in concern as she knelt down to him.

"Is he alright?" Rarity asked in concern.

Wendy breathed out a sigh of relief as she nodded her head. "Yeah, he's just a little beat up. He's taken worse. He'll be fine in a few minutes." Wendy then got up and looked to everypony. "Alright, you all stay with Lincoln until he wakes up. Pinkie, you and me will follow Flutterbat and get Rainbow Dash. I think I have an idea to get Flutterbat to hold still."

Wendy then leaned down to everypony and whispered to them her idea. Applejack's eyes widened a bit as she gave an uncertain look. "Ya sure that'll work? That's pretty risky?"

"Anyone got a better plan?" Wendy asked with nopony giving a response. "Thought so. Come on Pinkie, I saw where they were headin."

"Okie doki loki!" Pinkie said as she followed behind Wendy by bouncing happily.

* * *

"Argh! Let me go!" Rainbow Dash yelled as Flutterbat had ended up taking Rainbow Dash to a cave not to far away from the apple orchard. Currently, Flutterbat had Rainbow Dash under her and was trying to wrap a wing under her so they could…cuddle? But Rainbow Dash was having none of it as she wanted to get away from her friend turned vampire-pony.

And Flutterbat was doing everything she could to keep Rainbow Dash in place as she constantly grabbed the Pegasus when she tried to make a break for it. "Come on!" Rainbow Dash struggled. Just then Rainbow's eyes widened as a smirk came to her muzzle as an idea came to her. "Alright! Let's see how you like this!"

Rainbow Dash then moved her tail on Flutterbats belly and proceeded to tinkle her. She knew Fluttershy was ticklish there so it should be the same even if she's a vampire, now right? Sure, enough it was as Flutterbat started giggling. Giggling soon turned to full on laughter as Rainbow Dash continued tickling. This caused Flutterbat to completely release her grip on roll on her back. "Yes! Freedom!" Rainbow Dash said as she flew up with Flutterbat ceasing her laughter as she looked up at the blue Pegasus. "See ya later batty!"

Rainbow Dash then started to fly away and headed towards the exit when-

"WAAAAAAAAAAAAHHH!"

Rainbow Dash came to a sudden halt as she heard the loud sound of crying behind her. Rainbow Dash then looked and saw that it was none other then Flutterbat balling her eyes out as she buried her face in the ground and her bat wings and cried. "Oh, no, no, no, no! Come on! Please don't cry!" Rainbow Dash pleaded as she landed on the ground and walked up to the crying vampire pony.

"WAAAAAAAAAAAHHH!" Flutterbat continued wailing as she looked up to Rainbow with damp eyes. Rainbow's heart twisted at the sight. Vampire or not, she hated seeing Fluttershy cry.

Taking a deep breath, Rainbow Dash spoke up to the Vampire Pony. "Ok! Ok! I'll stay! I'll stay! Just please stop crying!" Rainbow Dash said as she sit down.

Flutterbat stopped crying and looked to Rainbow Dash and sniffled a bit. "See look!" Rainbow Dash said as she pointing to her flank sitting on the ground. "Staying right here! Not going anywhere!"

The response Rainbow Dash got was Flutterbat tackling her to the ground and laying on top of Rainbow Dash's back with a content smile on her face. Flutterbat then spread both of her wings around Rainbow Dash like a big blanket.

Rainbow Dash gave a nervous smile and laugh in response as her cheeks turned pink. "I guess…I guess this isn't _so _bad." The rainbow maned Pegasus said as she decided she might as well relax until her friends came for her.

But just then Rainbow Dash's eyes widened as her face turned fire red when she felt something peculiar going on. Rainbow Dash slowly looked up and saw Flutterbat gently nibbling on her left ear with her eyes closed and clearly enjoying herself. "Somepony…help me…"

* * *

_**15-minutes later**_

"Ok, I think she might be in her." Wendy whispered as she and Pinkie approached a cave. Both of them proceeded to go in and call out quietly for their friend. "Rainbow!"

"Are you in here?" Pinkie quietly called out.

"Wendy…Pinkie…is that you?"

"Rainbow?!" Wendy and Pinkie said in unison as they quietly walked to the source of the sound. And when they got there, "Aaaaaawww." Wendy and Pinkie said as they saw Flutterbat sleeping on top of Rainbow Dash.

"Please…get me out of here!" Rainbow Dash quietly said through her teeth as to not wake up the vampire-pony.

"She's like your big blanket." Pinkie Pie cooed as she looked over the cute scene.

"Yeah. Whatever." Rainbow Dash said impatiently while glaring at Wendy and Pinkie. "Just help me."

"Wait, wait, wait, one second." Wendy said as she reached into her pocket and pulled out her phone. Wendy smile as she aimed her phone at Rainbow Dash and Flutterbat and took a picture.

"What are you doing?" Rainbow Dash said through her teeth.

"Just capturing the moment." Wendy said while showing the picture to Pinkie Pie who smiled and nodded. "Alright, let's get you out there." Wendy then took a direct approach and simply tossed Flutterbat off of Rainbow Dash and grabbed the blue Pegasus and quickly started to run away with Pinkie jumping onto Wendy's shoulders.

Flutterbat woke up instantly and looked to see Wendy and Pinkie Pie taking _her _Rainbow Dash away and glared viciously at them. "_HHHHHHHIIIIIIIIIIIIIIIIIISSSSSSSSSSSS!" _Letting out a loud vicious hiss as she chased after Wendy and Pinkie to get her Rainbow back.

The chase continued into the orchard as Rainbow Dash looked to see Flutterbat started to gain on them. "Can't you go any faster?!" Rainbow Dash yelled to the Japanese girl. "She's gaining on us!"

"That's the point silly!" Pinkie said as she looked down at Rainbow.

"WHAT?!" Rainbow Dash shouted in confusion.

"Just trust us ok!" Wendy said before coming to a stop and setting Rainbow Dash on the ground. "Lincoln will take care of this! Just get her to stand still!"

"Why me?!" Rainbow shouted only for Wendy to jump away with Pinkie in tow.

Rainbow then heard flapping behind her and before she could even look she was pinning to the ground by Flutterbat. "Oh…h-hey Shy, uh, it wasn't my idea to run. Not at all!" Rainbow Dash said, hoping not to get on the vampire-ponies bad side. "Y-You believe me right?"

Flutterbat looked at Rainbow with a small smile and nodded her head. "Ok! That's good! So…you wanna…let me go?" Rainbow Dash asked as she tried, and failed, to escape Flutterbats grip. The only response she got was Flutterbat leaning down and sniffing Rainbow Dash. "Or…we can stay like this. It's cool. I'm ok with this."

Rainbow Dash was getting nervous with red cheeks. But it could be worse right. Flutterbat was standing still so she just needed to wait for Lincoln. "But just then, Flutterbat started moving one of her wings towards Rainbow's head. "Hey, hey, what're you doing?" Rainbow Dash hastily asked as Flutterbat brushed aside the rainbow mane…and exposed Dash's neck.

Rainbow Dash quickly caught on as she froze. "Oh no…no, no, no, no! I never agreed with this! I'm not ok with this!" Rainbow Dash said as she struggled as hard as she could to escape from getting her neck bitten. But Flutterbats grip proved to much as Flutterbat opened her mouth wide and slowly moved towards Rainbow's neck.

"HELP! SOMEPONY HELP!" Rainbow Dash yelled for dear life.

"NOW!" Suddenly Lincoln himself jumped from a pushed with the Ultimatrix exposed and aimed right at Flutterbat. A green beam then shot out of the alien gauntlet and aimed right at Flutterbat.

Flutterbat didn't notice as she kept moving towards Rainbow's neck with Rainbow now feeling Flutterbats breath and-

"AAAAAAAAAAAAAAaaaaaaaaa…wait…what?" Rainbow Dash question as she felt biting on her neck…but not a piercing vampire bite. Peaking, Rainbow saw not Flutterbat…but _Fluttershy_!

"_Genetic damage repaired_." The Ultimatrix said as Lincoln breathed a massive sigh of relief and sat on his butt.

"Man…way to close." Lincoln said as he took deep breathes.

Currently, Fluttershy didn't even know what she was doing and was gently nibbling on her fellow Pegasus neck. "Fluttershy!" Fluttershy's ears perked up as she heard all her friends call out to her. The yellow Pegasus opened her eyes…and squeaked in a very high pitch as her entire head went apple red as she saw what she was doing and the position she was.

"Wha-wh-wh-wh-what am I doing?!" Fluttershy asked in a panicked tone as she jumped of Rainbow.

"You turned into a vampire pony." Applejack said.

"You first started eating Applejack's crop." Rarity added.

"But then you started going crazy over Rainbow Dash." Spike added in.

"And then you started chasing her all over the place." Wendy said as she started to pull out her phone.

"And then you cuddled with her!" Pinkie said in a happy tone as Wendy showed everyone the picture she took of Flutterbat cuddling with Rainbow.

"But then I changed you back so everythings good now." Lincoln finished up as he stood back up.

"…" Fluttershy was unable to respond as, after hearing everything, her entire body was now heating up and was a right read color.

"Uuuh, Shy?" Lincoln asked as he snapped his fingers in front of the normally yellow Pegasus's face. "You ok?"

"Ah think she's broken y'all." Applejack said as she waved a hoof right in front of Fluttershy and got no response.

"Oh man…oh geez…" Rainbow Dash said as she got up. "Thank goodness that's over."

"Well, I think I'll take Fluttershy home." Wendy said as she picked up the frozen Pegasus. "I'll meet you back the library Lincoln."

"Yeah…I wann get to bed." Lincoln said with a yawn. "Goodnight everyone!"

"Good night!" Everypony said as they started walking away to go get some sleep.

But as Applejack and Rarity were walking together, Applejack stopped and turned to Fluttershy who was in Wendy's arms. "Hey Fluttershy, if you can hear me, how about tomorrow we all make that sanctuary you were talkin about. I've been thinkin about it and it's a good idea."

"I'm sure she'd love that Applejack." Wendy answered for the frozen Pegasus.

"Hehe, thanks." Applejack said as she adjusted her hat. She then turned to Twilight and asked. "And ah think ah have something ah wanna write in that friendship journal Twi."

"I'll have it ready for you." Twilight said as everypony bid each other a good night.

* * *

With Rainbow Dash, as she was flying to her home, thoughts about earlier flooded her mind. Why was Flutterbat so affectionate and protective with her? It didn't make sense. Unless…did Fluttershy…

"No, no, that's ridiculous." Rainbow Dash said with a chuckle as she shook her head. "There's no way that's the case."

Rainbow Dash continued telling herself this as she landed on her cloud home before sighing and saying. "No way someone as great as her would like me."

* * *

**_Alright, not counting the Equestria Girls chapters this is probably the chapter I enjoyed making the most. Rarijack, Flutterdash, and Sunlight are my Triforce of ships for this series and I'm always happy to write stuff around them! Don't worry, I have a ship planned for Pinkie to. Spoilers though, it ain't Cheese-Pie. Never really liked that ship. But that's for another day! Remember to Fav, Follow, and leave a review and stay tuned for the next chapter..._**

**_"Rarity in Manehatten"_**


	20. Rarity Takes Manehatten

**_Alright! This chapter was pretty easy to write, not gonna lie. But I still had fun with it and made some changes her and there so I think it turned out good, hope you all enjoy._**

**_Oh, and responding to those two guest reviews, no. I'm not doing Pinkie x Spike._**

* * *

At the Ponyville train station, the Mane 6, Spike, Lincoln, and Wendy were getting ready to board the train that was station there with all have them having a bag. Well, expect for Rarity who didn't have just one bed…but a crap ton!

And all of them being on a cart being pulled by Applejack.

"Oh, I can't thank you enough darling. I knew I could count on you to help me with my bags." Rarity said in a thankful tone to her marefriend followed by a kiss to the cheek.

"Heh, anything for mah girl." Applejack said as she pulled the cart without difficulty. Thank God for all that farm work improving her strength over the years.

As everypony approached the train Rarity raised her head and sighed in delight before speaking up. "An entire week in the fabulous city of Manehatten, plus all of my very best friends there with me!"

"Hehehe, Manehatten." Wendy said with a giggle with Lincoln rolling his eyes. "I think Luan would like this place."

"Oh don't even talk about that." Lincoln groaned as his older sisters many, many, _MANY_, bad puns came into his mind. "She'd be making horse puns non-stop!"

"Anyway…" Twilight said, getting the conversation back on the topic Rarity was talking about. "Of course we'd come along to support you during Fashion Week, Rarity."

"Now that you'll need it." Fluttershy said encouragingly. "We're sure you'll win."

"She's right." Lincoln said with a smile towards the white Unicorn. "You could give me sister Leni a run for her funny in cloths making."

Rarity beamed at their praise as she started stomping her feet up and down trying to contain her excitement. "Ooh! I can't begin to tell you how excited I am that you'll be there with me." But Rarity then smirked as she used her magic to pick up the one pink suitcase she was carrying herself. "However, perhaps I can show you…" Rarity then used her magic to take 9 tickets out of her bag and unraveling them in a similar manner to a paper fan.

"What's that?" Twilight asked as everypony in front of Rarity looked at them with a curious expression.

"Oh! Oh! Oh! I know! A paper fan!" Pinkie Pie guessed, assuming due to the shape the tickets were all making together.

"No." Rarity shook her head with a laugh. The fashionista was about to properly explain but was cute off when Pinkie started jumping up and down and talking again.

"It's a magic trick!" Pinkie Pie said in her usual excited tone. "You know, where I pick a card and remember what it is and then put it back in the deck so you can't look at it and-"

Pinkie was then cut off my Lincoln putting his hand over her mouth. "Pinkie, maybe just let Rarity explain it." Lincoln told the pink pony with a chuckle.

"Thank you Lincoln." Rarity said as she started walking up to the rest of the group. "These are tickets to the hottest musical on Bridleway!"

The group took a look at the tickets again and their eyes widened a bit as Twilight looked to Rarity with a small grin and asked. "You couldn't mean Hinny of the Hills, because that show's been sold out for months! Or could you?"

"I could. I do." Rarity said while looking right in Twilights eyes.

"YES!" Lincoln, rather surprisingly, heard. "I've been wanting to see that musical for so long! I story of a girl who wants to leave her home on the farm and pursue her dream of going to the big city to achieve her dream of being a song and dance pony!"

Everypony, including Wendy, looked to Lincoln with a rather surprised expression with some of them raising their eyebrows. "What?" Lincoln asked all them. "I like stuff like that…" Everypony continued giving him strange looks. "I have a life outside of all of you!"

"Well then…" Applejack said awkwardly before wrapping a hoof around her marefriend. "Ya didn't have to go and do that for us sugarcube…but…since you did," The rest of the Mane 6 and Wendy started jumping up and down and cheering.

"This trip is already fun!" Pinkie cheered as she started bouncing up and down. "I love jumping up and down!"

* * *

After about a 3-hour train ride, the group all found themselves in the city of Manehatten. It was much like cities back in Lincoln and Wendy's universe. With the exception of the vehicles being chariots painted like taxi's being pulled by other ponies.

There were tall buildings everywhere, it was very noisy and busy, ponies moving everywhere around the streets. So yeah, other than the lack of cars, and ponies instead of humans, it reminded Wendy and Lincoln of the cities back home. Especially Great Lakes City where the Casagrande's live.

Once they stepped outside the train station, Wendy took a deep breath of Manehatten air and sighed with content. "Gotta love that big city air."

Rarity mimicked Wendy in her actions and sighed as well after taking in the city air. "Indeed." The fashionista said in agreement. "Now then, come along everypony. I found us a place to stay only a block from the station, in the very heart of this glorious metropolis!"

"Wow, you thought of everything didn't you Rarity." Wendy complimented while reading a 'Welcome to Manehatten' brochure.'

"Of course darling!" Rarity said as the group started walking through the streets of the city with Applejack once again pulling the cart filled with Rarity's bags.

As they were walking, Applejack looked to the side and smiled as she pointed to the direction she was looking at. "Hey look! There's the theater where Hinny of the Hills is playing!" Applejack told everypony as they all looked to see a theater with ponies lined up all the way down the block and maybe even longer then that.

"Hehe, enjoy the line." Lincoln muttered quietly so the others wouldn't hear as he looked at the dozens of ponies standing in line.

As they walked past all the ponies, Twilights turned to the fashionista and asked. "Wow Rarity, how'd you manage to get us seats for tomorrow night?"

"Yeah, it couldn't have been easy." Spike said as he walked next to the purple Alicorn.

"Well, I gave some designs to the pony who designs the costumes for the play and he pulled a few strings." Rarity explained with a proud smile on her face.

"Cool!" Everypony else said in unison.

"That is what makes Manehatten so splendid and amazing. You do something nice for somepony, and you never know when they'll do something nice for you."

"So then you can do something nice for us!" Applejack said as she gave Rarity a kiss on the cheek, making the fashionista giggle and blush.

"Like gets us in to see Hinny of the Hills." Fluttershy added in with a happy smile.

"That's a pretty good policy to like by Rarity." Lincoln complimented as he crossed his arms. "Just being nice to people just for the sake of being nice and sometimes you get something back. Although you should still be careful, not everyone is like that. There's always gonna be something out there looking to scam ya."

"Oh, pish posh darling." Rarity said with a smile as she waved off Lincoln's claims. "I believe everypony has good in them and it just takes you showing them goodness yourself to help bring it out."

"Well…if you say so." Lincoln said with uncertainty in his voice. He just hoped nothing bad would end up happening to the fashionista. "Anyway, Hinny of the Hill should be a lot of fun."

"Well duh!" Rainbow Dash of all ponies stated. "Its only like, the best musical in all of Equestria."

"Ah, so I'm not the only one with a love for the theater huh?" Lincoln teased the Pegasus with a mocking grin.

Rainbow blushed in embarrassment and rolled her eyes at the Loud boy as she crossed her hooves. Applejack then chimed in as she chuckled from what Lincoln said. "Yeah, it must be good if Rainbow likes it. Normally, she doesn't even _like _musicals."

"I know." Rainbow said as she turned to the farm pony. "Ponies just bursting into song in random places at the drop of a hat. Who does that?"

"And 3, 2, 1." Wendy counted down in a smirk as Rarity…

Rarity:

_Oh Manehatten, what you do to me._

"Called it!" Wendy cheered with a pumped-up fist.

Rarity:

_Such a huge bustling community._

_And there's always opportunity to do the friendly thing._

_If some are grouchy, pay no mind._

_Surprise instead with something kind._

As Rarity sung thing, she watched her marefriend wipe some sweat off her forehead as she pulled her luggage and went over to a carrot dog stand and got one for her and one for Applejack which the farm pony happily ate.

Rarity:

_Lo-and-behold you may just find_

_A smile is what you'll bring._

The group then reached the hotel they were staying where a pony in a doorman uniform came out with a luggage cart. "Welcome to the Mane Fair Hotel." The door pony welcomed with a smile. "Please allow me to take those bags to your room for you."

"Only if you'll accept this gratuity first." Rarity said as she used her magic to pull up a purple gem and put it in the door ponys pocket.

"Oh ho, ho! I'll get your change." The door pony said as he couldn't believe a pony would give him something like that as a mere tip.

But Rarity simple shook her head and told the door pony. "Do keep it all. I insist."

Rarity:

_Generosity!_

_I'm here to show all that I can give_

_Generosity!_

_I'm here to set the bar_

_Just sit back and watch how I live_

The group then all took a boat to the Statue of Ponerty where they went up to the look out on the torch. Rarity was about to look through the binoculars set up on there, but a tourist stallion was wanting to look through at the same time, so Rarity simply stepped aside and let the stallion go first. "After you." The fashionista said kindly.

"Why thank you!" The stallion said thankfully.

Rarity nodded and then heard somepony shivering and looked to see another stallion shivering from the winds up on the torch. Rarity then went over to him and took her pink scarf off and wrapped it around his neck. "Please, take mine." Rarity told the stallion who smiled as the scarf instantly warmed him up.

"Wow, ok!" He said gratefully.

Rarity:

_Some may say, "Rarity,_

_Don't be so big-hearted and bold_

_Treating strangers like they're friends_

_This town's too big and cold"_

The group were now walking through the streets again with Rarity bumping into a stallion and making him drop the newspaper he was reading causing him to growl at Rarity. But Rarity smiled as she used to magic to bring up a single yellow flower on a flower cart. Rarity gave the pony running the cart a purple gem and put the flower on the Stallion hat which made him smile widely.

Rarity:

_But this is how I play my cards_

_I'm not about to fold_

_Where I see a frown, I go to town_

_Call me the smile patrol_

Fluttershy:

_What if you find a Gloomy Gus?_

Applejack:

_It's no intimidatin' thing_

Pinkie Pie:

_Just be kind without a fuss_

As they sung, they saw a Taxi-Chariot with a broken wheel and the pony riding the chariot complaining about it. Wendy then easily lifted the chariot up to where it was standing upright which allowed Lincoln to turn into Clockwork and reverse time around the chariot to where the wheel was repaired once again.

Rarity:

_Generosity, I'm here to show all that I can do_

_Generosity, you are the key_

_Manehattan, I'm here just for you_

_Just for you_

Once Rarity was finished, Wendy giggled happily as she said. "I love this world."

Later, Rarity was now looking at the window of a fashion store where a beautiful dress was being displayed with the white Unicorn with a dreaming look. "To think my dress might be on display on the most glamorous shopping thoroughfare of the most glamorous city in Equestria." Rarity said as she fantasized about it in her mind. "Oh! It would be my dream come true."

"Is there anything left to do we can help you with?" Twilight asked as she and Pinkie looked to Rarity with smiles on their faces.

"Hmmm…" The purple maned Unicorn hummed. "Nothing I can think of. The dresses are all completely finished, all made from a fabulous new fabric I've been developing for months stretchy but not clingy, shimmery but now showy."

"Sounds amazing." Fluttershy complimented.

"Thats mah girl." Applejack said as she nodded at Rarity. "Always giving everything her absolute best."

"Why thank you darling." Rarity thanked her marefriend with a blush on her face. "There's nothing left for me to do but check in at the runway with my dresses by two this afternoon."

"That's funny!" Pinkie said as she pointed up at a clock tower. "Because that clock over there makes it seem like that's only two minutes from now."

Everypony looked to the clock and indeed saw the time.

1:50.

"Uh-oh…" Lincoln said as dark clouds started filling the sky followed by rain and thunder.

"Oh my ribbons and threads." Rarity said as she started to panic. "And the runway ballroom is all the way across town! If I don't get there, I'm disqualified! _Taaaaxiii!_" Rarity then ran off calling in desperate need for a cab.

"Oh no!" We've got to help her find a cab now!" Fluttershy said with everypony nodded in agreement.

"I'm on it!" Rainbow Dash said as she quickly flew to and landed up onto the nearest cab and asked the pony pulling it. "Is this cab taken?"

"Hey!" The pony already inside the taxy said in an annoyed tone. "The line ends back there, buddy!"

"Huh, what?" Rainbow Dash said as she looked behind her and saw a line of ponies so long it went through the corner of the street. "Does everypony in town want a cab?"

"You'd think it'd be fast to walk to where they're going then to wait in this line." Lincoln said in a deadpanned tone.

"I'm afraid getting a taxi at this time could prove almost impossible." Rarity said sadly as she used a newspaper as an umbrella.

As another Taxi came up, Twilight walked up to the next pony in line. "Please won't you let her have this taxi?" Twilight asked the Stallion. "She has somewhere very important to be right away!"

"Not likely!" The Stallion rudely said to the purple Alicorn. "She can get in line like the rest of us!" As the Stallion got on the taxi, the other ponies in line yelled at Rarity and told her to get in the back.

"Oh its no use." Twilight said sadly as she, Applejack, and Rainbow Dash sat on the curb. "The cab drivers just drive right past to get to the next pony in line!"

But right as she said that, a taxi was pulled up to them with the taxi being the same one they helped repair the wheel for. The Stallion pulling the taxi looked to the group with a smile. "The wheel works like a charm." He told them as the Mane 6, Spike, Lincoln, and Wendy smiled back at him. "So now which one of you nice folks are hoppin' in?"

Rarity was quick to hop inside the taxi and told the stallion. "Fashion Runway Plaza in seven minutes. Can you make it?"

"Hang on!" The Stallion said as he bolted at top speed toward said destination with Rarity giving a quick ta-ta to her friends.

"Crisis averted." Wendy said as she placed her hands to her hips.

"Eeyup!" Applejack said, quoting her brother. "That sure was a close one."

Everypony nodded happily in agreement, but Spikes eyes widened as he realized something. "Anypony else got a sneaking suspicion we're forgetting something?"

Everypony put a hoof/hand to their respective chins in thought. Lincoln was the first to realize as he said. "Ah…crapbaskets."

"THE DRESSES!"

They completely forgot about the dresses! Without those, Rarity won't be able to compete! But luckily, Lincoln was quickly at it as he activated the Ultimatrix. "Don't worry! Leave this to me!" Lincoln then slammed down the core and transformed into…

"**XLR8!**" Once transformed, the Loud boy quickly lowered his visor and got in a running stance. "Gotta run!" The kineceleran then sped off in a blur pushing everypony back a bit.

In a matter of seconds, XLR8 was at the hotel and ran right up to the room he and the rest of his friends were at. And XLR8 stopped right in front Rarity massive mountain of luggage. The transformed Loud Boy groaned as he face palmed. "Who bring this much stuff when we're only stay here a couple of days!"

XLR8 then decided to just go down to it and with his usual speed and opened each case one by one. What would have taken a normal person/pony probably hours to do XLR8 only took about 7 seconds until he finally found what he was looking for. "Got em!" XLR8 said before speeding out of the hotel.

* * *

"My– My dresses! How could I possibly forget them?!" Rarity yelled in a panicked as she realized on crucial thing. She forgot her dresses. And without them, she was disqualified. "I'm dooooomed!"

"Not quite!"

Rarity and the desk pony looked, with the desk pony gasping and falling backwards in her seat in response, to see XLR8 standing in the doorway and holding all of Rarity's dresses. "Looking for these!" XLR8 asked while holding up the dresses.

"Lincoln!" Rarity said with stars in her eyes. "Oh I couldn't be happier to see you right now!" Rarity then ran up the transformed boy and took all her dresses from him with her magic. "Oh thank you! Thank you! Thank you! Thank you! You've saved me!"

"Its what I do." XLR8 said with a thumbs up.

However, Rarity then raised a brow as something came to her mind. "Now hold on, in that form you should have been here before me, what kept you?" The fashionista asked as XLR8 rubbed the back of his head sheepishly.

"I…had no idea where this place was." The kineceleran admitted with a nervous chuckle. "I kinda got lost and was just running through the city randomly until I found this place. On the bright side I found a place that makes _great _chimichanga's."

Rarity sweat dropped in response but nodded. "Yes well, you got here just in time darling so no harm no foul."

"Welp, glad I could help." XLR8 said to the fashionista as he raised his visor and gave her a smile. "I'm gonna go look around the city some more. Good luck with the competition!"

"Oh, don't worry darling, I won't need luck." Rarity said confidently as she started walking to where she needed to be for the fashion week competition.

XLR8 gave one last wave to Rarity before hitting the Ultimatrix symbol and transforming back to normal. Lincoln stretched out a bit, his joints cracking a bit, before sighing. "Well, might as well see what Manehatten has to offer." Lincoln then went outside and started walking through the city streets. And as he was passing an alleyway…

"Alright, the heist begins tonight."

Lincoln's eyes widened as his ears perked up a bit when he heard a gruff voice from inside the alley. Lincoln looked in both directions to see if anypony was watching him and when he saw nopony was, he carefully tip toed in the alley and put a hand to his ear to hear better.

"Alright, we gotta do this right. We'll only have on chance."

Looking closer, Lincoln saw a group of 3 stallions with appearances that just screamed criminals. All them had ski mask on covering their faces as well as long black jackets that hid their cutie marks.

"Hahaha! We are gonna be some rich ponies once we get that bank!" The third pony, a short and rather overweight stallion said.

"Yeah, it'll be the crime of the century!" The first Stallion, a tall and skinny one stated with a grin, showing off a gold tooth.

"9 o'clock right?" The 2nd Stallion the oldest one of the bunch asked for confirmation. While the other two were Earth Ponies, this Stallion was a unicorn.

"How about right now? And instead of rubbing a bank, its me kicking your guys butts!"

All three stallions gasped and looked to see Lincoln standing in front of them with a fierce look on his face. "What in Tartorus is that thing?!" The short chubby stallion yelled while pointing to Lincoln.

"I think it's some sort of hairless ape?" The tall skinny Stallion guessed.

"I'm not _a _hairless ape." Lincoln said as he activated the Ultimatrix with the 3 criminals readying themselves for anything. "I'm _thee _hairless ape." Lincoln then slammed down the core of the Ultimatrix, blinding the three criminals with an emerald light.

When it was gone and the three Stallions could see again, they saw that in Lincoln place…was a pile of orange goo. The criminals all gave confused looks but suddenly a ufo-like device came out of nowhere and somehow picked all the goo up and formed it into a humanoid shape.

"**Goop!**" The now transformed Loud boy called out in a high-pitched voice.

"What the fu-" Before the tall skinny Stallion could finish suddenly Goop swung his arm at the Stallion and fired a large goo ball at him that launched him into the wall the stuck him right on there.

"We don't have the right to use that word!" Goop yelled as he started spinning around and firing goo balls rapid fire. The two remaining Stallions quickly jumped behind a dumpster to take cover from the goo barrage. "Great! Right as we're planning to do the heist, some freak of nature shows up!" The skinny Stallion yelled

"I can hear you!" Goop yelled as he made the next Goop ball he fired acidic causing the ball to burn right through the dumpster and making the two Stallions flinch.

"Alright that's it!" The old Unicorn said as he stood up. "I've lived to long to be scared of some living pile of snot!" The Stallion then ran out from behind the dumpster and he aimed his horn right at Goop. "EAT MAGIC YA ORANGE BLOD!" The Stallion then fired magic blast right at Goop but all each one did was blast right through Goop and left a hole in the Polymorph that was regenerated almost instantly.

"That all ya got?" Goop asked as he crossed his arms, feeling no pain at all.

The Unicorn gulped a bit as he started shaking. "Uh…y-y-yeah…kinda…" Before the Stallion knew it, Goop shot another goo ball at the old Unicorn and trapped him right next to his friend.

The short and chubby Stallion saw all this and quickly started running away as fast as he could. Goop heard him running away and looked to see the Stallion galloping away with a look of terror on his face. Goop narrowed his eyes at the running Stallion and chuckled a bit. "You're not getting away that easy!" Goop then morph into a ball and quickly zipped forward.

The stallion didn't even notice Goop speed by him in a blur and didn't have time to react when Goop stopped and stretched his entire body out and attached to both walls. The Stallion yelled and tried to stop but it was no use as he ended up running right into Goops body and was trapped like a fly in a web.

Goop moved his eyes over to the Stallion where he glared at him. The Stallion chuckled sheepishly before saying, "We're in trouble aren't we?"

"You have no idea." Goop responded with.

About 45 minutes later, a chariot painted like a cop car with a cage attached to the back of it. And the cage was being used to contain the three criminal Stallions who were tied up in Goops goo and were being escorted by a Pegasus Stallion in a police officer's uniform.

And currently Lincoln was in front of a Police-Mare Earth Pony with her Cutie Mark being a police siren. "We can't thank you enough for catching these three. They've been on the loose for months committing crimes and we're never able to catch em, they always pull the slip." She told Lincoln with a smile and a Manehatten accent.

"Well, just doing my job ma'am." Lincoln said as he shook the police-mares hoof. "I'm always happy to help out the law."

"Well, if there's anything we can do for you, just name it." The police-mare offered kindly as Lincoln looked up with a thoughtful smile.

"Nothing comes to mind but I'll let you know." Lincoln told the police-mare. The officer tipped her hat to Lincoln before going back to their police-chariot.

Lincoln dusted his hands off as the police-stallion pulled the cop-chariot away with the criminals in tow. "Another day, another group of bad guys behind bars."

"Lincoln? What are you still doing here?"

Lincoln looked back and saw Rarity with all her dresses in tow looking at him with a raised brow. "Oh hey Rarity, just got a little caught up with something." Lincoln said as he put his hands in his hoodie pockets and walked up to the white Unicorn. "How'd it go?"

"Oh it went excellent darling!" Rarity said happily as she stroked one of her dresses. "I just have to come back tomorrow…a little earlier. I even ran into an old friend and help them out!"

"Heh, classic Rarity." Lincoln said with a small chuckle. "Wanna get your dresses back to the hotel and meet up with everyone?"

"I was thinking the exact same thing darling." Rarity agreed with a nodded as they both walked back to the hotel together.

* * *

_**THE NEXT DAY**_

The next day, Rarity made her way back to Faison Runway Plaza with her dresses again and walked up to the desk pony. "Hello! I'm here half an hour early for my run-through appointment, just the way Prim likes!" Rarity said with confidence in her voice.

"Get in line over there." The desk pony said as she pointed to a line of other ponies showing off their own cloths. Just then the desk pony looked at Rarity's and couldn't help but put on an impressed look. "That fabric is gorgeous! Did you make it yourself?"

"Why yes." Rarity answered. "It's stretchy but not clingy."

"_Shimmery but not showy."_

Rarity's eyes widened as she suddenly heard herself speaking in unison with another pony. "And the entire line is in this same adorable pattern that works on everything from skirts to tops to shoes." The voice continued explaining which is how Rarity would describe her dresses excatly.

Rarity heard the voice was coming from the main part of the building and looked past the other ponies in line and gasped when she saw her old friend she saw again yesterday, Suri Polomare, showing off dresses. Dresses that were exact copies of Rarity's down to the very fabric.

Rarity froze as she saw Suri claiming the fabric Rarity herself made as her own with the pony running the competition, Prim Hemline, clapping in response. "Oh, bravo! I've never seen anything like it!" Suri smiled at the praise and started walking away, put suddenly she was halted but Rarity getting right into her face with an angry look.

"You stole my fabric!" Rarity yelled at the light pink Earth Pony with 3 buttons as her Cutie Mark.

Suri laughed in response as she poked Rarity chest and start walking past the Unicorn. "I I didn't steal it, okay? You gave it to me, 'member?" Suri said, reminding Rarity how she gave her the fabric yesterday.

"I gave you the fabric for _accents!_" Rarity yelled back as she turned to face Suri. "Not for your whole line! And how could you possibly make all of those outfits out of it so fast?!"

As Rarity said this, another Earth Pony with a light beige fur color and blue mane and tail with lighter blue highlight was pushing the rack of Suri's dresses. "Fast? Hah! Coco Pommel here took practically forever." Suri said while pointing to the pony pushes the dresses. "Nearly got me completely disqualified."

Coco held her head down a bit in response as she tried to explain herself in a meek tone. "Well, I wanted to make sure you'd win, so I took the extra time to—"

But Coco was cut off by Suri yelling "Quiet!" while getting into Coco's face rudely. "I pay an assistant to sew and get coffee, not talk. 'Kay?"

Rarity gasped sadly as she turned around and quietly asked herself. "How could this happen?"

"Aw, sweetie, don't blame yourself." Suri said in a cockily sweet tone. "It takes some small-town fillies a while to learn it's everypony for herself in the big city, m'kay?" After that, rarity took off running away and crying with Suri simply smiling to herself and telling Coco. "Hope you realize how fortunate you are to have me as a mentor."

Coco looked down with an unsure look on herself before Suri yelled at her again. "Now go get me some coffee!"

* * *

Back at the hotel, the Mane 6, except Rarity, Lincoln, Wendy, and Spike all walked into the room with smiles on their faces. "Oh, my gosh, what a great afternoon!" Twilight said with a happy tone. "That was almost too much fun!"

"Hell yeah!" Lincoln cheered with a pumped up first. "Getting to see the entire city from the top of that building was awesome!"

"Better pace yourself, cause the rest of the day is jam-packed!" Rainbow Dash cheered while wearing an 'I heart Manehatten' hat.

"First there's the salon appointment to get our manes done." Applejack listed.

"Then visiting the ice-skating rink." Wendy listed with an eager smile.

"Then our fancy dinner at the Far-Afield Tavern!" Pinkie Pie cheered while bouncing.

"And after that…" Fluttershy started saying with an excited smile.

"_Hinny of the Hills!_" The entire group said while laughing afterward.

But just then Rarity walked into the hotel room with tears running down her eyes and her mane all frizzled up. The group stopped laughing as they heard Rarity sniffling and looked to the fashionista with Applejack gasping and running to her marefriend with concern evident in her expression. "Rarity! Are you ok?" Applejack asked as Rarity quickly lunged herself onto her marefriend and cried into AJ's shoulder with the farm pony holding her tightly in comfort.

"Oh my gosh!" Wendy gasped as she covered her mouth. "You weren't mugged, were you?"

"I might as well have been!" Rarity sobbed while looking up from Applejacks shoulder. "Suri Pommel stole my dress design!"

"What?!" The entire group gasped.

"Uh-Huh." Rarity nodded with her mascara now running. "I let one of the other contestants use some of my one-of-a-kind fabric…and then she turned it into a wardrobe just like mine…only now it looks like _I'm_ the one copying _her_! My generosity has ruined me, I tell you! _Ruined_! You were right Lincoln; I should have been more careful!"

"Hey, hey, hey, lets just calm down." Lincoln said in a gentle tone while kneeling down to be on Rarity's level. "Look, these kinda things just happen. There's almost no avoiding it. But ya wanna know my big sister Lynn always says? When life knocks ya down, you just get right back up stronger than ever!"

"That's right!" Applejack said while ripping away her marefriends tears. "Ya just need to buck up and not let this Suri get ya down! Ya just need some fabric and you'll be back in business."

Rarity looked into Applejacks green eyes for a moment before her eyes widened as she took a look at the curtains on the hotel windows. She then looked at the carpet she and Applejack were on as well as the blankets and sheets.

Rarity then gasped as inspiration hit her from the very room they were in. "This new line is going to be marvelous! Perhaps even better than the last! It's daring, it's bold! Perhaps I still have a chance after all!"

* * *

Suddenly, the entire group was working on Rarity's new line with them not looking to happy due to working for hours straight at this point. Twilight, Fluttershy, and Wendy were on sewing machines, Rainbow Dash was working on a Tracing Wheel, Pinkie was working on making sewing thread, and Applejack and Lincoln were on folding duty.

"Ok…maybe this wasn't the best idea." Lincoln quietly said to Applejack as the thing they were using for fabric were the various items in the hotel room. "Pretty sure this counts as stealing.

"Twilight." Rarity said in a firm, bossy tone. "Sew these pieces together according to that pattern there!"

"You said if we skipped dinner at the Far-Afield Tavern, you'd order a meal for us while we keep working." Twilight said to the white Unicorn as they had to skip both dinner, ice-skating, and their salon to help Rarity out.

"Yeah, I'm hungry and my fingers are numb." Wendy groaned as she found it hard to bend her fingers. "How does Leni do this all the time?"

"Don't fret. It'll be here in an hour." Rarity before narrowing her eyes at everypony. "That's not going to be a problem, is it?"

"Well…" Rainbow Dash begun in a nervous tone. "we're supposed to be watching Hinny of the Hills by then..."

"Oh! I see! I go out of my way to get you tickets for a show, and this is how you repay me? By abandoning me in my hour of need?" Rarity accused everypony while putting on a hurt look.

"Rarity, tickets we don't use are just useless pieces of paper." Lincoln told Rarity in a deadpanned look and tone.

Rarity didn't respond to what Lincoln said and kept ranting. "Oh, oh, oh! Fine! Go and see Hinny of the Hills tonight! And then tomorrow morning when you come to see my fashion show without any fashion to show, you can have more entertainment! 'Oh, why look, there's our friend Rarity going down in flames! Isn't friendship magic?!"

"…Roll credits." Pinkie Pie whispered.

"Rarity!" Applejack said in a firm tone as she looked her marefriend in the eyes. "You need to calm down! What's gotten into ya? The mare I love would never act this way!"

"What's gotten into me? What's gotten into _you?!_" Rarity yelled back. "I thought I could count on all of _you, _especially my _Marefriend, _to help me during this time! But no, go ahead! See your little show! Congratu-pony-lations, fillies! Sounds like you've all figured out already it's everypony for herself in this town!"

Rarity then ran out of the rooming slamming the door on her way out. Everypony sighed with Applejack rubbing her forehead. "Oh Rarity…" Applejack said sadly.

"Alright, that's it. I'm taking care of this." Lincoln said as he got up and activated the Ultimatrix.

"Lincoln, now don't do anything drastic." Twilight told him in an uneasy tone.

"Relax, you all just keep helping Rarity out, as annoying as it's getting, and I'm gonna do something to take care of that Suri mare." Lincoln then slammed down the core of the Ultimatrix and turned into-

"**Big Chill!**" Once transformed, the necrofriggian turned intangible and phased of the hotel and started flying in a certain direction '_Time to cash in that favor.'_

* * *

Later that night, Rarity was back at the Faison Runway plaza where the competition was at full swing with ponies in the stands and watching the fashion show while taking pictures. And currently Suri's line was up with ponies modeling her stolen dress design.

"Let's have another round of applause for Suri Polomare's amazing collection." Prim Hemline said with said pony right next to her and the crowd cheering in response. "That fabric! So original."

Rarity sighed in irritation from backstage as Suri walked up to her and chuckled. "Well, look who's here." The Earth Pony said in a confident tone with Coco following her and giving Rarity an apologetic expression. "Here to show off your copycat collection, mm? Heh"

"And now…" Prim Hemline began announcing. "Rarity from Ponyville with her brand-new line – and I mean "_brand new_" – _Hotel Chic_!" The curtains then opened up and spotslights shined down on ponies wearing outfits based on, and even made of, stuff from hotel rooms.

The crowd was quickly impressed as they started cheering and snapping photos. Rarity gasped and smiled as she watched the crowd's reaction. "Oh! They're liking it! I think I may have just won this thing! Oh, I can't wait to celebrate with... My friends." However, when Rarity looked to where they were supposed to be seated…she saw they weren't there. It was then she also realized how she acted to them earlier. Mean, bossy…selfish. "My friends. They didn't come. What have I done?"

As the models showing off Rarity's clothing made their last round across the runway, Prim Headline walked up next to Rarity and gestured towards the cheering crowd. "Rarity, they all adore you! Aren't you going to tell them about your fabulous pieces?"

However, all Rarity could do was stare where her friends were supposed to sit. Despite all the cheering from the crowd, all she wished for was that her friends were there. Suddenly, Rarity's eyes glowed like a rainbow as she realized what she had to do. "I have to go."

Suddenly Rarity began running across the runaway and towards the exit with Prim and the crowd gasping in surprise. "Come back here at once!" Prim pleaded as she ran after Rarity. "This is unheard of!"

* * *

Rarity then ran to the hotel as quickly as possible and when she got there, she saw the door pony was scene out front pushing a cart full of luggage and turned to Rarity with a smile. "How do you do, ma'am? Contest going well?" He asked in a kind and curious tone.

"No time to talk." Rarity quickly responded. "I have to find my friends!"

"Oh, uh, they're gone already." The door pony told the fashionista making her eyes widen. "I saw them headed out this morning."

"Oh no! Back to Ponyville, I imagine." Rarity said sadly with a lowered head. "Oh, they worked so hard on my behalf and I repaid them with unkindness. What have I done?" Rarity then started to run off but stopped and quickly hand the door pony two gem shards. "Here you are." She said before running off again.

"B-But miss, I-I didn't do anything!" The door pony yelled to Rarity as it started raining again.

Rarity was now seen walking down the streets of Manehatten sadly with the running flattening her mane and tail.

Rarity:

_Oh, Manehattan, what have I done?_

_The thought of Fashion Week was fun_

_But I went way too far_

_My friends gave to me in ways so kind_

_And I gave them nothing but a hard time_

_And now alone I stand_

_And now alone I stand_

Once she was finished singing, Rarity made her way back to Fashion Runway Plaza and rung the bell to get the desk pony's attention. "I need a moment with Prim Hemline." Rarity asked the desk pony. "I have to rush back to Ponyville, but I just wanted to thank her first for-"

However, suddenly Rarity was interrupted by Puri Polomare entering the building and walking up to her and Coco right next to her. "Uh-uh-uh, you'd best steer clear of Prim for a while." Puri told the white Unicorn. "She's pretty furious. Isn't that right?" Puri said that while narrowing her eyes at Coco.

"Um…yes." Coco said in a quiet and meek tone.

But just then the doors opening and walking past Puri and Coco were none other the rest of the Mane 6, Spike, Lincoln, and Wendy. Rarity smiled at her friends as she walked up to them and said. "There you all are! I can't believe it, I thought you went back home!"

"We missed the show because we overslept." Twilight admitted with everypony nodding in confirmation. "Suri told us you lost. I'm really sorry."

"I lost…you know what. I don't care!" Rarity said, surprising everypony a bit. "I'm just happy you're all still here after how I treated you. Taking advantage of your friendship the way I did. How could you ever see past it?"

Applejack then looked up to her Marefriend and looked into her eyes with their muzzles inches apart. And then Applejack spoke. "…Yeah, you were pretty rotten."

Everypony's eyes widened at what Applejack said with Lincoln commenting. "Huh, Element of _Brutal _Honesty."

Applejack just rolled her eyes at Lincoln and looked back at Rarity. "Look, Last night you may not have seen you at your best, but we know you. And I _love _you. And we would never let one thing like that change how we feel about you."

Rarity gave a tearful smile as she hugged her marefriend with AJ softly hugging her back. "You're to good for me." Rarity quietly said.

"No." Applejack said immediately in response. "You're _perfect _for me."

"Aaaaaw." Wendy cooed as she looked at the couple.

Rarity and Applejack then separated with Rarity looking to the rest of her friends. "You really are the most wonderful friends a pony could have!" Rarity said to them in a happy and grateful tone. "You know, I already arranged to make it up to you this afternoon! Hope you're all available for an exclusive performance of Hinny of the Hills!"

"WOO-HOO!" The entire group cheered as they made their way out of the building.

Once they were gonna, Suri smirked and chuckled to herself. "And _that_ is how it's done." Suri said with a confident tone. "Pretty clever how I convinced her to stay away from Prim, wasn't it?" Suri chuckled again before narrowing her eyes at Coco. "Wouldn't have wanted her to find out the truth now, would we?"

Coco looked down in deep thought for a moment. She thought about everything Rarity said and did. How kind she was to her friend. How she would put off everything for them. And compared to Suri…Coco made her decision. "Yeah…_I _would." Coco said with brand new confidence as she rose her voice at Suri.

Suri was more then surprised as she glared at Coco. "What was that?" Suri growled at her assistant.

"I'm telling her the truth. About everything!" Coco yelled at her, just now, ex-boss. "I'm sick of working under you. Rarity's shown me I don't have to be anything like you to be successful! I don't need you! Now if you'll excuse, I need to speak with Prim!"

Suri watched with a dropped jaw as Coco marched to where Prim was, but that shock turned to anger as she turned back to Coco and yelled. "YOU GET YOUR FLANK BACK HER OR EL-"

"Excuse me ma'am."

"WHAT?!" Suri yelled at the voice behind her. But she quickly flinched when she saw that behind her were the two officer-ponies Lincoln met the other day. "Oh, uh, may I help you officers?"

"Are you Suri Polomare?" The Earth Pony mare officer asked.

"Why yes I am." Suri said with a nod. "Um, could we hurry this up, I'm kinda busy right now."

The mare nodded at her Pegasus partner as the Police-Stallion used his wing to reach inside his saddle bag and pulled out a piece of paper and handed it to Suri. "What's this?" Suri said as she took the paper and read it over. But her eyes soon widened as she yelled what it said. "A FINE FOR 75,000 BITS! WHY?!"

"Plagiarism." The Pegasus officer answered. "Got word from multiple eyewitnesses that you tried to show of somepony else's work as your own. Ya know my daddy owned a pottery shop and it was punks like you that put him out of business. It's why I became a cop."

"But-but-but-but-but-" Suri was repeatedly saying as she struggled to think of a response.

"Its either that or spend a year doing time." The police-mare said before the cops walked away, leaving Suri stuck in shock.

* * *

"_AND I'M A DANCING PONY!"_

The pony on stage sung as the Mane 6, Spike, Lincoln, and Wendy, just finished up their private showing of Hinny of the Hills. The entire group cheered as Applejack said. "Wow! That was even better than I imagined!"

"I _loved _it!" Rainbow Dash cheered as she flew up and did some flips. Just then she looked to see everypony looking at her with raised brows so Rainbow quickly sat back down and tried to play it cool. "Uh, I mean, it was a'ight."

Everypony laughed in response, but then Pinkie looked at a certain Loud boy and gave him a soft smile. "Awww, Lincoln are you crying?"

Everypony looked to see Lincoln sitting in his seat with a few tears in his eyes from watching the show. "Um…no!" Lincoln quickly said as he wiped his tears away. "I'm not crying!"

"Aww, come here you!" Wendy said as she set her boyfriend on her lap and hugged him closely with Lincoln blushing in embarrassment.

Everypony laughed a bit again before Twilight turned to Rarity and asked. "How did you ever get them to agree to do an extra performance just for us?"

"Remember my costume designer friend who got me the tickets?" Rarity asked, with everypony nodding in response. "Well, I offered to make all the costumes for his next show!"

However, everypony frowned a bit as they realized what this meant. "Um, here in Manehattan?" Fluttershy asked in a saddened tone.

"Well, um... yes..." Rarity confirmed with a frown. "It will keep me away from Ponyville for a while." The entire group sighed in response as Rarity continued speaking. "But I so wanted you to see this show! And working for this designer is such a great opportunity!"

"We know." Applejack sadly said. "We're happy for you, Rarity. We're just sad for us…and…me."

Rarity then wrapped her marefriend up in a soft hug and gave the orange Earth Pony a kiss on the cheek. "I know darling…"

"We're gonna miss you so much." Wendy sad with a lowered head.

"Mind if I join you?"

The entire group looked back and saw none other then Coco Pommel looking at them from the back of the theater. "Sure. Come on down." Rarity said, giving Coco permission to approach them. Just then Coco walked up to Rarity and pulled a trophy out of her saddle bag and presented it to the white Unicorn. "This is the first-place trophy for Fashion Week." Rarity then gasped as she read what was engraved on the trophy's stand. "With my name on it! But I thought I lost!"

"You didn't. You won." Coco told the fashionista with a smile. "Suri was hoping that if you didn't claim your prize, the judges would consider it a forfeit and first place would go to her. So, she lied to make you and your friends go away, and, well, I lied too. I've worked for Suri for so long, I started to believe that it really is everypony for herself in this town. Until I saw how generous you were with your friends and how generous they were with you. It made me start believing there was something better for me out there. So, I– I quit. I brought you something to say thank you."

Coco then reached into her saddle bag again and pulled out small blue gift box with a white ribbon on it. Rarity took it and looked at it with a smile as an idea came to her mind. "Hm, I suppose you'll need a job now that you're no longer with Suri. How would you like to work for my friend making all the costumes for his next show?" The purple maned unique offered to which Coco gasped in excitement and happily nodded.

* * *

"_Manehattan was simply grand._" A few hours later, the group check out of the hotel and caught the next train back to Ponyville. Once they were back in town, Rarity went back home and started writing in the friendship journal her and her friends have been writing in ever since the night at the old castle. "_It was in this magnificent metropolis that I learned that, while there are ponies who will take advantage of your generosity, you should never, ever let that cause you to abandon your generous spirit. Nothing feels worse than taking advantage of the giving nature of your friends._"

Once Rarity was done, she set the journal down and opened the gift Coco gave her. She smiled when she saw it was a sewing thread with rainbow thread around it. Rarity used her magic to display it on a shelf before turning around and walking away…missing it glowing like a rainbow for a brief second.

* * *

…

…

…

…

_**THE HUMAN WORLD**_

"Come…on…just…move…"

In the front yard to Cantorlot hair, one could see the human version of Rarity pushing a full-sized Piano towards the school. Rarity grunted as her hair was all frizzy due to how much she was sweating from pushing the piano. "Come on Rarity!" She cheered herself on. "You have to get this piano into the music room so I can show off my musical talent!"

Rarity then shoulder checked the piano a few times and only got it to move an inch or two. "UGH! What kind of person doesn't put wheels on a piano?" Rarity complained. The fashionista then looked herself over and sighed. "Just look at me. I'm a mess."

Rarity then put a finger to her chin in thought. "What I need is some extra muscle." Rarity tapped her chin a few times before snapping her fingers. "Of course!"

"Oh I can't thank you enough for doing this for me darling!" Rarity said as she laid on top of the piano in an alluring pose with Rarity girlfriend Applejack easily pushing the piano through the school.

"Heh, anything for mah sugarcube." Applejack said while giving Rarity a flirty look. Applejack was easily able to push the piano, but she was suddenly forced to stop as a crowd of students blocked the way. But Applejack wasn't gonna let that slow her down for long as she gripped the piano tightly. "Hold on! This might get bumpy!"

"Oh dear." Rarity squeaked as she held onto the instrument for dear life.

Applejack then started pushing at full force, forcing her way past the students while constantly giving "Sorry!" and "Outta the way!" To her fellow students.

In the music room of Cantorlot High, Rainbow Dash was standing by herself tapping her foot impatiently as she looked at her watch. "Come on! Where is she" The rainbow haired girl said impatiently.

"I'm here!" Suddenly, as if on cue, Rarity came through the door while still on top of the piano with Applejack still behind it and pushing. "Sorry I'm late darling, I got a little held up."

"I'm here to!" Applejack said as she smiled and waved at Rainbow.

Rainbow sighed in response as Rarity jumped off the piano and dusted herself off. "Rarity, couldn't you have picked a more portal instrument?" Rainbow Dash asked the fashionista.

"Oh heavens no." Rarity instantly responded with. "The Grand Piano is the most refined and elegant of instruments I will be able to express my full musicality." Rarity then got ready to play when-

_RIIIIIIIIIIIIIIIING!_

"Well, our times up anyway." Rainbow said while holding a timer. "Looks like you'll have to show me your stuff from the auditorium."

"Ah, applesauce." Applejack groaned. Applejack then looked up when she heard Rarity whine a bit. The farm girl looked around the music room and smiled when she saw something of interest. "Hey Rarity…" Rarity then looked up to see her girlfriend handing her a keytar. "Why don't you try this?"

"Huh…" Rarity hummed as she looked at the instrument with interest. "I suppose I could try." Rarity then grabbed the instrument from Applejack and started playing it with expertise with Rarity nodding in approval of the sound it was making. "Oh my!"

Rarity then continued playing the keytar and really getting into it and making amazing music with Rainbow Dash and Applejack bobbing their heads to hit and tapping their feet.

But suddenly, as Rarity was playing, the instrument started to glow, and Rarity started to float in the air as a light blue aura covered her. Suddenly, like at the Fall Formal, white pony ears appeared on her head and her hair extend into a long ponytail.

Rainbow and Applejack gasped and smiled as they saw magic suddenly go through Rarity body as she continued to play.

Rarity then finished up her playing as she stopped floating and knee-slid on the Grand Piano. "Woah!" Rainbow Dash cheered. "How'd you do that!?"

"I…I have no idea." Rarity said with a smile as she looked at the instrument Applejack gave her. "I just started playing it and it happened."

"Well we gotta tell the others about this!" Rainbow Dash said enthusiastically. "Come on! I'll text em to meet us in the auditorium!"

"Uh wait, before you do that." Applejack said with a frown, stopping Rainbow Dash. "Just so you know, Sunset isn't here today."

"Oh dear." Rarity said as she quickly frowned and gained a worried tone. "Is she having another…_episode?"_

"Fraid so." Applejack answered as she adjusted her hat. "Wallflower and Pinkie texted me, they tried to get Sunset to come out of her apartment but…no luck."

"That's the fourth time this week." Rainbow Dash said with a frown of her own. "I'm starting to get kinda worried about her."

"Me to." Rarity said in a quiet tone as she got off the piano. "Well…not much we can do now. We just have to go back and try again later." Everyone nodded in agreement as the three headed out of the music room with Applejack pushing Rarity's piano again.

* * *

_**Like I said, I think I did pretty good with this chapter. And I hoped you enjoyed that little EQG's bit at the end, because it won't be the last. Just setting up for the future ;). Well, remember to fav, follow, and leave a review and stay tuned for the next chapter...**_

_**"Rainbow Falls."**_


	21. Rainbow Falls

**_Alright! Time for the next chapter! Once again, this one was pretty easy to make and didn't take to long but I still had fun. Hope you all enjoy!_**

* * *

"Alright, got my hat, the jacket, all I need is my whistle…" Lincoln listed off as he was getting ready for something. Rainbow Dash had asked Lincoln if he could help coach the Ponyville flying team for the upcoming Equestria Games. And to dress for the job, Lincoln was wearing a black and white striped cap and a jacket with the Ponyville logo on the back that Rarity made for him. The only thing he was missing was a whistle. "Hey Wendy! Have you seen my whistle?!"

"NO!" Wendy yelled back from Twilight's room. "I HAVEN'T SEEN IT!"

"THANKS ANYWAY!" Lincoln yelled back…before hearing some distance sounds of action packed fighting coming form the room. "ARE YOU AND TWILIGHT WATCHING ANIME AGAIN!?"

"NO!" Twilight quickly yelled back.

…

"MAYBE!" Wendy yelled after a moment of silence.

…

"…Yes." Both admitted in unison.

Lincoln rolled his eyes but smirked in amusement. He then felt something tugging on his pant leg and looked down to see Spike looking up at him and holding the object Lincoln was looking for in his claw. "I found your whistle Lincoln." The young dragon told the human as Lincoln smiled and took his whistle. "You left it on the kitchen table."

"Thank Spike." Lincoln thanked as he put the whistle around his neck. However, the white head then gained a confused expression as he looked back at Spike. "Wait why was it on the table?"

"I dunno." Spike said with a shrug before walking away. "I don't keep track of where you put your stuff."

"Thanks." Lincoln deadpanned before lighting smacking his cheeks and getting himself back in the right mood. He gained an excited and determined smile before calling out to Twilights room. "Alright! I'll meet ya guys there! See ya later!"

"See you there!" The girl/mare called back in unison as Lincoln quickly left the library.

* * *

"All right Ponies! Listen up!" Rainbow Dash announced as he flew in front of her teammates. For the flying competition of the Equestria, Ponyville's team consisted of Rainbow Dash, Fluttershy, and the insanely buff Pegasus Bulk Bisceps. Lincoln was also besides Rainbow Dash with both of them giving firm looks to the other two members of the Ponyville team.

Angel Bunny was also there and next to Fluttershy to offer moral support.

"We're all ears." Fluttershy said with a smile before looking to Bulk Biceps. "Right Bulk Biceps?"

Bulk Biceps, an insanely buff white Pegaus with red eyes, a darkish blue mane and tail with the mane done in a buzz cut and a weight as a Cutie Mark, flexed and kissed his muscles a few times before looking back at the rest of the group and standing on his hind legs and flexing his muscles even more. "Uh-huh! I'm all muscles!" Bulk then flips and landed on his fore-hooves and started doing push-ups before screaming. "Yeah!" With the scream blowing Angel away.

"Liking that hype Bulk Biceps." Lincoln said as he put his hands behind his back and looked down at the muscular Pegasus. "But listen, these the Equestria Games we're training for here. Meaning we gotta put even more than our all into this. So, from here on out, we're here to chew gum and fly hard! And we're all outta gum!"

"Um, I think I have some gum." Fluttershy said before Lincoln got right into her face.

"NO GUM IN MY PRESENCE!" Lincoln snapped making Fluttershy jump up with a wild flinch.

"EEK!" Fluttershy squeaked as she hid behind Bulk.

"…Ok if I'm taking this to far just tell me." Lincoln said in his normal friendly tone. "My sister Lynn told me to be firm and aggressive if I ever coach or teach but if I'm going to far just tell me and I'll reel it back a bit."

"No, no! Keep it up! Loving the hype!" Bulk cheered while flexing again with Lincoln nodding and giving a thumbs up in response.

"Alright everypony, reel it in." Rainbow Dash said as she started flying around the 3 of them. "Look, we are the aerial relay team, and it's up to the three of us to make sure that we qualify at the tryouts. And do I need to you how much I-I mean, Ponyville wants to qualify and it to the games?"

"Nice save there." Lincoln said sarcastically, earning him a hoof bump to the shoulder from Rainbow.

"I remember!" Fluttershy spoke up with a small but excited smile and a light blush on her face as she looked at Rainbow Dash. "I really, really, really, want to qualify for you AND Ponyville!"

"BRING IT ON!" Bulk yelled with his shout blowing Fluttershy's mane.

"Alright! We got the attitude and the will to win." Lincoln said with a nod of approval. "Now we just gotta prepare you guys for the actual qualifications." Lincoln was then about to blow his whistle when-

"Gimme a P for Ponyville!" Suddenly Pinkie Pie appeared from nowhere wearing a cheerleaders uniform which consisted of a big yellow ribbon with a pink strip in her mane, a necklace with small pom-poms on it, and sleeves yellow top with pink highlights that connected to a purple skirt with yellow stipes that came from the bottom, another ribbon around her tail identical to the one in her mane, a megaphone necklace, and finally yellow pom-pom gloves on her front hooves.

Pinkie quickly started shaking her pom-poms in Fluttershy, who coward to the ground in response. "Peeeeeeeee, PONYVILLE!" Pinkie cheered into her megaphone.

"P!" Bulk yelled, sending Pinkie Pie flying in response.

Fluttershy then went up to Pinkie as the pink party Pony stood back up. "Thanks Pinkie Pie, that was a scary-" Pinkie frowned a bit as Fluttershy quickly changed what she said. "I mean, great, cheer." Pinkie smiled widely in response while Fluttershy mentally breathed a sigh of relief.

"Pinkie! We were supposed to go together!"

Lincoln smiled at the familiar voice of his girlfriend and turned around…and froze with widened eyes at what he saw.

Wendy was wearing a matching cheerleader's outfit to Pinkie, only meant for a human of her size of course, and her hair being done up in pig tails with ribbons identical to Pinkie's. She had pink pom-poms to go along with Pinkie' yellow ones and also had a pom-pom necklace and megaphone around her neck.

"Woah…" Lincoln said while stunned as Wendy stopped in front of him and gave her boyfriend a smirk before striking a pose.

"How do I look Linky?" Wendy asked while shaking her pom-poms around.

"You look…wow." That was all Lincoln could say as Wendy covered her mouth with a pom-pom and giggled.

"Alright, enough gawking ladies!" Rainbow Dash yelled, snapping Lincoln's attention away from his cheerleader girlfriend. "Just make sure you two have a cheer ready for when we qualify for the Aerial Relay."

"Yes sir Rainbow Dash!" Pinkie and Wendy gave a salute to the blue Pegasus with their pom-poms.

"And after that, for when we win gold medals at the Equestria Games!" Bulk cheered while flexing his muscles.

"Not so fast!" A familiar country voice was heard. The group then looked to see Applejack approaching them while pulling a cart that was filled to the brim with muffins. "If yer gonna be good, yer gonna be better with some a' my apple Brown Betty's in ya! They're perfect!"

"Carbo loading. Good call Applejack." Lincoln praised with Applejack giving a tip of her Stenson to Lincoln in response.

Just then Pinkie suddenly emerged from the cart of Brown Betty's and shouted. "P is for Perfect!"

"Pinkie!" Wendy pouted as she stomped her foot on the ground. "Together! Remember!"

"Oops. Sorry." Pinkie apologized with a sheepish smile.

The group then took a short 5 minutes break to munch on the food Applejack made and once that was over Rainbow Dash called for everypony. "All right, team!" Rainbow Dash yelled making Fluttershy and Bulk stop eating and walk up to her quickly. "Show me what you've got!"

"Show us why your called Pegasus in the first place!" Lincoln yelled, gaining back his 'coach-persona.'

"Bend those knees!" Rainbow followed up with Fluttershy responded quickly and bending her knees. "Flap those wings!" This time it was directed at Bulk who quickly went on to start flapping his incredibly tine wings.

"Look like someone skipped wing day." Lincoln quietly muttered as he watched Bulk's tiny wings flap. The only part of the white Pegasus that wasn't incredibly jacked.

"Alright! I want to see all four hooves of the ground on the count of three!" Rainbow Dash yelled as both Bulk and Fluttershy got ready to take off. Rainbow then smirked as she got down rather quickly. "One, two, three!"

Bulk and Fluttershy quickly responded with Fluttershy grunting as she was the first to take off into the sky. However, Bulk had to put in a lot more effort as he grunted and shouted loudly and slowly took off into the sky. He then reached the level Fluttershy was at while still screaming causing Lincoln to tell the buff Pegasus. "Don't forgot to breathe their big guy!"

Bulk Biceps then, after a moment of keeping his breath in, inhaled but this caused him to loss focus of flying and to start falling down. He tried to grab on to Fluttershy for support, but all this did was send the yellow Pegasus back down to earth with both of them landing on top of Rainbow Dash.

"I'm honestly surprised he was able to stay in the air that long." Wendy whispered to Pinkie who currently had her cheeks stuffed like a chipmunk with Brown Betty's.

Pinkie then swallowed as she waved her pom-poms around and gave the flight team a sheepish smile. "P is more…uh," Pinkie lightly cheered while looking to Wendy.

"Pain?" The Japanese girl finished as she lightly waved her pom-poms around with her own sheepish smile.

* * *

A few hours later into the day, the Mane 6, Bulk Biceps, Lincoln and Wendy were now on a train heading to where the qualifications were being held. As they were sitting, a male and female Pegasus walked past the group and looked towards Rainbow with the female Pegasus saying. "Good luck Rainbow Dash! Sorry we couldn't fly with you on the aerial relay, but the air sprinters needed us too."

"To bad we can only compete in one event." The male Pegasus added in. "But rules are rules!"

The two Pegasus then walked away into the next train-car with Twilight waving to them. "Good luck!" The purple Alicorn said to them. Twilight then turned to Rainbow Dash and put a hoof on the blue Pegasus's shoulder. "It was nice of you to be part of a team that doesn't have uh…" Twilight struggled to think of words that weren't offensive. "The strongest flyers."

"Wow, thanks for believing in them Twilight." Lincoln said sarcastically making Twilight smiling nervously and avert her eyes away.

However, Rainbow simply held up her head and said. "Nothing nice about it!" The blue Pegasus said before giving Twilight a confident look. "I know that I can pick up the slack for anypony. With me on the team, we'll qualify. I'm sure of it!"

Lincoln and Twilight smirked and rolled their eyes as Wendy got Rainbow Dash's attention by waving her pom-poms around. "Just remember Dashie, theirs no I in team!" The silver haired girl cheered.

"Relax, I know." Rainbow stated as she looked out the window. "We got this in the bag."

"Well Ponyville is very lucky to have you." Twilight said as she also looked out the window of the train.

"Yeah, I'm pretty awesome!" Rainbow Dash bragged like usual.

Just then they heard the grunt of Fluttershy and saw her struggling to get out from Bulk Biceps side due to sitting on the same seat as him. She then managed to squeeze her head out and a hoof that was holding a flag with the Equestria Games logo on it. "I am so proud to be able to represent Ponyville!" Fluttershy cheered before groaning a bit as Bulk adjusted himself in his seat causing Fluttershy to wince from being squeeze between the train wall and buff Pegasus. "It's such an honor to even try out for the games. I just hope I don't let anypony down."

"We'll make them proud." Bulk Biceps cheered.

"P IS FOR PROUD!" Pinkie Pie suddenly cheered from behind Bulk and actually managing to send the white Pegasus flying, allowing Fluttershy to sit up and breath properly. "We're going to be the best fans anypony has ever seen!"

Suddenly Rarity popped up from the seat behind Fluttershy and gave her two-sense. "Can't wait to see what everypony else is wearing, even though I am absolutely sure they won't be better than the Ponyville uniforms I'm designing for the Equestria games."

"And we WILL make it to the games once everypony carbo loads on my Apple Brown Bettys." Applejack said from next to her marefriend while holding up one of her mentioned treats.

"I can't wait!" Pinkie cheered enthusiastic.

"Hey! I think I can see it from here!" Lincoln said as he looked out with the window. "Alright everyone, get your game faces on!"

After 5 minutes, the group made it to their location. Rainbow Falls. A place named for having rainbow waterfalls. "Woooooooah." Wendy said in amazement as she looked up at the massive rainbow-colored waterfalls. "This place is so pretty…"

"Alright we can sight see later." Rainbow Dash told Wendy as she flew right in front of the human girl's face. "We got some qualifications to get to."

Wendy pouted a bit as she followed the rest of the group to where they needed to be. Soon enough the group made it to a large area where teams of ponies, and even a team of griffons, were training and preparing themselves to qualify for the games. As the Ponyville group passed by everyone, some ponies stopped when they noticed Rainbow Dash. "Look! There's Rainbow Dash! She's an awesome flyer!" A male Pegasus called out.

"I heard that she's flying the last third of the relay, which means everypony else is gonna have to be way ahead to beat her." A female Pegasus said as they watched the Ponyville group set up their station in an open area.

But right as they were setting up, suddenly they heard zipping through the sky and looked up. Everypony gasped as they witness none other than, "The Wonderbolts!" The same male Pegasus said as they Wonderbolts started heading towards the ground to land. All three Wonderbolts were in uniform which consisted of a blue full-body skin tight suit with lightning bolt patterns and goggles protecting their eyes.

"I hear they're flying for Cloudsdale." The same female Pegasus said as they, and especially Rainbow Dash, watched the Wonderbolts land. "Then they're definitely qualify. They're the best flyers ever!"

"And the game is on." Rainbow Dash turned around as the place the Wonderbolts decided to land was right behind her. The member that spoke up was the leader herself, Spitfire.

"Nice to see there's some real competition here." A male Wonderbolt name Soarin said to Rainbow Dash as he removed his goggles.

"Two more days of practice when we'll see you in the air, Rainbow Dash." A female Wonderbolt named Fleetfoot said as she walked up to Rainbow Dash and pressed hoof against the rainbow maned Pegasus's chest before walking away. "If you're lucky."

Once the Wonderbolts walked away, Twilight and Lincoln walked to Rainbow's side as the blue Pegasus rose her head up proudly. "The Wonderbolts know a winner when they see one. And we'll be winners just as soon as we practice. Right team?"

"Right!" Fluttershy said with a small smile.

"Yeah!" Bulk cheered while flexing.

"Hooray!" Pinkie cheered as she threw some confetti out of her pom-poms. She then pulled out and blew in a noisemaker as Wendy jumped up and saw while waving around her pom-poms.

"Goooooo PONYVILLE!" Wendy cheered into her megaphone.

"And um…" Twilight began saying as Rainbow Dash smiled at her. "I'm with them. Hooray!" However, Twilights rather sheepish cheer made Rainbow Dash pout at the purple Alicorn.

"Twilight, who's side are you on?" Lincoln asked the purple Alicorn with a light glare causing Twilight to duck down and slowly back away.

"Give us some clouds!" Suddenly the group heard cheering and looked to see two Pegasus cheerleaders in front of the Wonderbolts attracting attention from the other pony's present. "Gives us some Dale! What do you get? Cloudsdale! WHOOOOO!"

"Oooooo! Their good." Wendy said while narrowing her eyes at the Cloudsdale cheerleaders.

"Were can I get pom-poms like those?" Pinkie asked as she looked at the Cloudsdale cheerleaders with sparkling eyes

"Alright ponies enough of that. We gotta round up." Lincoln announced as he blew his whistle. Fluttershy and Bulk flinched as they quickly went next to each other and stood up straight as Lincoln and Rainbow Dash went in front of them and got back into 'coach-mode.'

"Alright ponies, do I need to remind you what our goal is?" Rainbow Dash asked her teammates as Bulk scratched his head.

"Uh…maybe." The buff Pegasus said with a sheepish smile.

"Son your goal her is to get you and your team qualified for the games!" Lincoln yelled right into Bulk Biceps face causing the muscular Pegasus to flinch and rapidly nod. "If you wanna do that, then you need to be one of the first four teams to cross the finish line up there." Lincoln then pointed behind him and up at a cloud surrounded by a rainbow platform with a checkered finish line attached to two poles.

"Bulk Biceps, you're the first flyer, so let me see you flap it!" Rainbow Dash said as she looked right into the white Pegasus's eyes.

Bulk Biceps grunted as he started to rapidly flap his tiny wigs and start taking off into the air. Lincoln had to cover his mouth to muffle a laugh at the honestly comedic sight. But as Bulk was flying suddenly something came from below and hitting him in the face causing him to fall back down to the ground.

Rainbow flew to where Bulk was and looked down to see what hit Bulk Biceps was one of Applejacks Brown Bettys thrown by Applejack herself with the farm pony using her tail. Applejack launched another on into the air with Rainbow Dash backing out of the way. "What the?" The Pegasus questioned as the Brown Betty splattered on the ground.

"Sorry!" Applejack apologized as she looked up to Rainbow Dash. "Got the idear from them, but…" Applejack and Rainbow Dash looked to see two ponies launching, with a catapult, their own treats into the air with the Wonderbolts catching them in their mouths. "It looks like they've got better aim."

Rainbow Dash then looked back, with Bulk Biceps back in the air and Fluttershy now flying next to them, and gained a firm look while holding up a horseshoe. "Ok, the passing of the baton needs to be seamless. You shouldn't miss a wing beat or drop a hair in altitude." Rainbow Dash then took Bulk Biceps hoof and placed the baton in his hood. "And whatever you do, don't let go of it!"

Fluttershy then flew in front of Bulk and said. "Are you really, really, really, sure you're ready?" Fluttershy asked the white Pegasus in order to be certain. "I mean, I don't want to take it if you're not super sure."

"Ready!" Bulk screamed as he started to hand the baton to Fluttershy.

Fluttershy successfully took the baton…only for it to slip out of her hoof. Fluttershy tried grabbing it again but it ended up slipping from her grasp and falling down to earth with it being caught by Lincoln. "You let go of it." Lincoln yelled to them before rubbing his head. "This is gonna be a LOOOOOOOONG training session."

Just then Rarity walked up to Lincoln and cleared her throat to get the whitette's attention. "Excuse me Lincoln, but may I please see that?"

Lincoln raised a brow at the white Unicorn but simply shrugged and held it out to her. Rarity took the baton in her magic and looked over it before scoffing. "Well, Ponyville can do so much better. I'll be back with a freshly painted one in no time!"

Rarity then started walking away with the baton much to Rainbow Dash's annoyance. "We were using that!" The blue Pegasus yelled to the fashionista. "And it's not like anypony else has color-coordinated horseshoes or anything!"

"Expect them!" Wendy yelled while pointing with her pom-pom.

Rainbow Dash looked to where Wendy was pointing and saw that the Wonderbolts had their horseshoe covered gold. Rainbow Dash sighed as she landed on the ground with Lincoln and Twilight looking at her. "I guess someponies do."

"Someponies do what?" Twilight asked as she didn't quite hear the full conversation.

"Have a better chance at going to the Equestria Games than others." Rainbow Dash said in an unenthusiastic tone as she slouched down. While she herself was a great flyer, when it came to Fluttershy and Bulk Biceps…not so much with them.

"Well with that attitude then yeah you're definitely not gonna make it." Lincoln said rather harshly making Rainbow flinch.

"Lincoln!" Twilight scolded while giving the white-haired human a glare.

"Well its true." Lincoln stated as he looked back at Rainbow Dash. "If you think you suck your gonna suck and your team is gonna suck. You got hype yourselves up!"

Rainbow Dash took in Lincoln's words before perking backing up and putting on a firm expression. "Fluttershy! Bulk Biceps! Come on down! I wanna show you something!"

Fluttershy and Bulk looked at each other but followed Rainbow Dash orders and landed in front of the blue Pegasus and quickly started following her.

* * *

A few minutes later, Rainbow Dash had taken her teammates to the area where the Wonderbolts were station and practicing. "Watch and learn." Rainbow Dash said as Soarin flew past them. "The Cloudsdales are Wonderbolts and Wonderbolts are the best fliers there are. And my personal heroes." Rainbow Dash then gave her teammates a stern look making them both back up and flinch. "So maybe you can learn something." They then saw Soarin once again preform some expect flight tricks causing Rainbow Dash to making Bulk and Fluttershy look up at him. "PLEASE learn something!"

"Come on Soarin!" Fleetfoot then came up to the field and yelled at her teammate as he flew. "Pick up the pace! You can do better than that!"

"I sure hope so." Soarin said as she received a massage.

"Practice! Practice! YAY Practice!" The Wonderbolts cheerleaders cheered. This made Soarin remove his goggles and look at the mares cheering him on, but this distraction cause Soarin to hit the edge of a rainbow hoop and to started falling to the ground.

"HELP!" Soarin screamed as he approached the ground fast. Other ponies quickly came up to the scene which include the Ponyville group.

Lincoln quickly activated the Ultimatrix and started scrolling through aliens as fast as he could. "Come on, where are my flyers? Where are my flyers?" But before Lincoln could find any flying forms, a rainbow blur quickly sped past him and scoop up Soarin before he hit the ground.

This was of course none-other than Rainbow Dash. "Gotcha!" Rainbow said as she slowly down and gently set Soarin on the ground. However, this gave Soarin the opportunity to look at the wing that was also hit by the hoop he ran into and it was in rather rough shape.

Everypony then went up to Soarin and Rainbow Dash with most cheering for Rainbow's save. "Awesome!" Fleetfoot cheered while looking at Rainbow Dash.

"As good as any Wonderbolt!" Soarin complimented as she walked up to Rainbow Dash.

Fluttershy then walked up to Rainbow with a hint of pink on her cheeks from seeing her best friend save one of the Wonderbolts life. "Oh, Rainbow Dash, I'm so proud of you! You scooped Soarin out of the sky and brought him down to the ground, and now? Now he's ok. At least, I hope he's ok."

Lincoln then walked up to Spitfire and went to the side with the injured wing and gently picked it up and move it around a bit. Both he and Soarin winced as it seemed to be limped a little. "That looks pretty bad." Lincoln said quietly as he stood up and cupped his hands over his mouth. "MEDIC!"

Just then a siren was heard as a Stallion pulling a large bed with a med kit on it. Once it stopped, Wendy came up and lifted up Soarin and placed him on the bed. "Thanks." Soarin said to Wendy before looking to Rainbow Dash with a smile. "You're the best, Rainbow Dash!"

"Aw, it was nothing!" Rainbow Dash said, surprisingly modestly.

Soarin smiled again before turning to his teammates. "Don't worry guys, I should be good in time for the competition." And with that, Soarin was dragged off to an infirmary.

Just the Bulk Biceps ran up to everypony and shouted, "P IS FOR RAINBOW DASH!"

However, Fluttershy flew up to his ear and whispered. "Um, Rainbow Dash actually starts with an R." to the bulk Pegasus.

Bulk's eyes widened as he yelled. "Nevermind!" Before crouching down in embarrassment a bit.

Everypony simply decided to ignore that and Rainbow Dash turned to the remaining two Wonderbolt members. "Tough break to lose a teammate right before the tryouts."

However, Fleetfoot and Spitfire looked to each other with a smirk before putting on their sunglasses and looking at Rainbowdash with the former speaking up. "You know…you grew up in Cloudsdale."

"So, that means you could fly with us." Spitfire finished.

"Fly?" Rainbow Dash asked in a bit of confused and uncertain tone.

"Uh, we mean practice." Fleetfoot 'corrected' herself. "You could practice with us until Soarin is better."

"What do you say?" Spitfire asked with a confident smirk. "Wanna be our third?"

"Uuuuh…" Rainbow Dash tried to say but then heard Lincoln clearing his throat rather harshly and looked to the Ultimatrix user and saw him gesturing his head towards Rainbow Dash's teammates. Rainbow Dash then looked backed to the Wonderbolts and said. "My team really needs me to be at my best in order to qualify. Don't wanna be too worn out by the time the race comes around."

"Yeah, we have some training to do and we need all three of them to do it." Lincoln explained as he crossed both of his arms. "And you're all professionals with years of practice under your belts so I think you're good."

The two Wonderbolts narrowed their eyes at Lincoln for a moment before looking back to Rainbow Dash with Spitfire speaking up. "We put you through some pretty intense workouts at the Wonderbolts Academy and you handled those just fine."

Rainbow thought about it for a moment before smiling. "Heh, I did kick some major tail at the Academy." However, Rainbow Dash then considered something else. "But I don't know how my teammates will feel about me practicing with the competition."

'_I know how one of them would feel.' _ Lincoln thought as he glanced back to look at Fluttershy.

"Who says they need to know?" Fleetfoot said as she stepped closer to Rainbow Dash.

"Ok, enough of that." Lincoln decided to put a stop to this as he stood between Rainbow Dash and the two Wonderbolt. "Look I see what you two are doing and I'm not gonna let it happen. You worry about your team; we'll worry about ours."

Fleetfoot and Spitfire scoffed at Lincoln before looking to Rainbow Dash again with the former speaking up again. "Just think about it Dash. This is your chance to fly in the winners circle." And with that, the two Wonderbolts walked off.

Lincoln nodded at seeing them leave but then looked to Rainbow Dash who was looking between her team. "Hold on you're not _actually _considering this are you?!" Lincoln yelled to Rainbow Dash.

"Well…maybe…" Rainbow Dash admitted as she scratched the back of her mane. "I mean…its just practice, right? And what the others don't know won't hurt em. And if I could get practice in, I could help the team even more."

Lincoln sighed in irritation as he pinched the bridge of his nose while shaking his head. "You know what…go ahead." Lincoln said while looking right at Rainbow Dash.

"What…really?" Rainbow Dash asked with confusion and surprised.

"Yeah, you go play with the big kids. I'll handle the actual team players here." Lincoln said as he pointed to Fluttershy and Bulk Biceps. "You wanna go train and help out the enemy then that's your decision."

Before Rainbow Dash could say anything, Lincoln walked away and went over to the other two members of the Ponyville team. Rainbow Dash did feel a little guilty…but she honestly did _really _want to train for the Wonderbolts.

* * *

And train with them she did. Over the course of the day, Rainbow Dash would constantly which between training with the two Wonderbolts and training with her own team. When her team was distracted her busy with a certain exercise, she would use that opportunity to switch over to training with the Wonderbolts. All the while Lincoln didn't even acknowledge her most of the time and help Fluttershy and Bulk Biceps with their training.

However, Twilight was starting to catch on as she started to keep an eye on Rainbow Dash and was starting to notice her sneaking off somewhere.

All the while the Ponyville group was putting in hard work and effort to help out the team. Applejack providing her Brown Betty's, Wendy and Pinkie practicing their cheers together, and Rarity making the group outfits.

And then when Rainbow Dash landed after flying with the Wonderbolts, she took off the silver uniform made for the Cloudsdale team behind a tree, she walked up to a pond and quickly started quickly water from it while sweat dripped from her head.

"Pretty thirsty there huh?"

"Must be from practicing with two teams!"

Rainbow Dash flinched and coughed up some water as she looked to the side and saw both Twilight and Lincoln giving her stern glares. The blue Pegasus then looked to Lincoln and said. "You told her?"

"Actually, I figured it out myself." Twilight stated with Lincoln nodding.

"I just tagged along." Lincoln explained as he crossed his arms. "And incase you're wondering, no, the others don't know. They're just working hard and wondering why you keep wondering off."

"Well…I've seen the other teams practicing and we're still gonna qualify!" Rainbow Dash defended before flying up to the air in less then a second. "I can fly fast enough to make up the distance."

"That's not the point here Rainbow Dash." Lincoln said while narrowing his eyes at the Pegasus. "The point here is that you're not with your team."

"Yeah, and its obvious one team needs more help then others." Twilight added in, fully agreeing with Lincoln on this one.

"But its so much more fun practicing with the winners than the…um…the non-winners." Rainbow Dash said slowly, not wanting to use the L word to describe her team.

Lincoln had no problem with it though.

"You do know that you're on the team your talking about so you're pretty much calling yourself a loser." Lincoln said bluntly, making Rainbow Dash glare at him.

"It doesn't matter since Ponyville with still qualify!" Rainbow Dash continued to defend herself.

Just then the flapping wings of two Pegasus were heard and the three of them looked to see Spitfire and Fleetfoot flying down to them. "Rainbow Dash, you got a minute?" Spitfire asked the rainbow maned Pegasus.

Lincoln narrowed his eyes at the Wonderbolts while Twilight rose a brow with Rainbow saying, "Uh, sure." Before flying over to them.

"You could really be an asset to our team so, we want you to join the Cloudsdale team. Permanently!" Fleetfoot revealed with Spitfire nodding.

Rainbow Dash let out a high-pitched happy gasp in response as Lincoln quickly intervened. "Alright hold on, you already have 3 guys."

"Nope." Spitfire stated. "It looks like Soarin's wings won't heal in time for the trails. We want you to fly with us Rainbow Dash." The Wonderbolts leader said as she wrapped a hoof around the blue Pegasus.

"Of course, this means you won't be able to fly for Ponyville." Fleetfoot explained to Rainbow. "But let's face it, even you on their team, their chances of qualifying for the Games are pretty slim."

"Excuse me?!" Lincoln yelled as he started to walk up to the Wonderbolts but was halted as Twilight held him in a magical grip.

"Easy there Lincoln." Twilight said sternly.

The Wonderbolts ignored Lincoln as Spitfire spoke up to Rainbow Dash. "So…what's it gonna be?"

"W-Well…I…" Rainbow Dash struggled to think of a response as the Wonderbolts started flying into the air.

"Just think about it!" Spitfire said as she and Fleetfoot took off.

"Yeah you better run, er, fly!" Lincoln yelled at the two Pegasus are they flew away.

"They want _me_ to fly with _them_!" Rainbow Dash yelled in excited as she started flying around Twilight and Lincoln. "Its like a dream come true!"

"Yeah, a dream come true, expect that you'll be bailing out on everyone in the process!" Lincoln yelled at Rainbow as the blue Pegasus looked back at him and the purple Alicorn. "I mean think of all the hard work we've and everyone else has put into this."

"Yeah, if you don't fly for Ponyville, Pinkie Pie and Wendy won't have anypony to cheer for. Rarity's uniforms will never be seen. And Applejack will have slaved over those Apple Brown Bettys for nothing."

"So, it's not just your team that's suffering here." Lincoln stated with a nod at Twilights words. "You're letting down everyone that's help out."

"But I really want to fly with the BEST team!" Rainbow Dash said as she flew up to the two of them. "What would you two do?"

"I think this is a decision you have to make on you own." Twilight told the rainbow maned Pegasus before walking away.

"The choice is yours; you can help out your friends, or ditch em and make all of our efforts to help you go to waste." Lincoln said in a firm tone before following Twilight.

* * *

_**THE NEXT DAY**_

Things were in full swing now. Today was the day that the events were being held. Where the teams would compete to qualify for the Equestria Games. Only, one team might have a bit of an issue. Rainbow Dash still hasn't chosen between Ponyville and Cloudsdale. And what was our favorite speedster Pegasus doing about it right now?

"Oh wow! Woe is me! Oooh!" Rainbow Dash suddenly came into view…on a wheelchair. Rainbow Dash's head, all four hooves, and her wings and body were wrapped up in bandages.

The other ponies around the area quickly noticed Rainbow Dash's state and walked up to check on her. Fluttershy in particular screamed loudly and was by Rainbow's side in an instant checking over her best friend. "Oh my goodness! Rainbow Dash! What in Equestria happened to you!?" The yellow Pegasus asked with nothing but concern in her voice.

"Oh, you've gotta be kidding me." Lincoln muttered as he and Twilight narrowed their eyes harshly at Rainbow.

"Urg…I've hurt my hoof." Rainbow Dash groan in a way to dramatic tone as she showed Fluttershy one of her wrapped up hoofs.

Spitfire then came up to Rainbow Dash and inspected all of Rainbow Dash's hooves and asked with a raised brow. "_All _of them?"

"I, uh, tripped on a-a foam hoof…" Rainbow Dash stuttered as she tried to give a response. "And landed on a…um…uh…pokey stick coming out of the ground…"

Pinkie then started to growl as she said. "If I get my hooves on that," Pinkie then mimicked the muttering gibberish Rainbow Dash let out. "it'll be in big trouble!"

"Oh, you poor thing." Wendy quietly said in a sympathetic tone while covering her mouth with a pom-pom.

"There's no way I can fly now." Rainbow Dash dramatically yelled.

"Do you think you'll be better by tryouts?" Fluttershy asked as she lightly stocked Rainbow Dash's back to comfort her best friend.

Rainbow Dash let out some loud groaning noises in response. "I'll be lucky if I ever fly again!" Rainbow yelled before sighing. "I just need a little rest."

"Oh, don't worry Rainbow Dash. We'll take good care of you." Fluttershy said in a gentle and comforting tone as she stood behind Rainbow Dash's wheelchair and put her hooves on Rainbow Dashes shoulder. This action caused Rainbow Dash to blush a little bit, but she still leaned into the yellow hooves. "We'll get a doctor to look after you right away."

However, this cause Rainbow Dash to gain a worried look as she gulped.

* * *

Later, Rainbow Dash was in the infirmary and laying on a bed with all four of her hooves behind supported up. She was also connected to an EKG while her friends surround the bed.

"So, we medic pony isn't sure what's wrong with you." Twilight said to Rainbow Dash while giving her a knowing look.

"Huh, weird." Lincoln said while narrowing his eyes at Rainbow. "Its almost as if there's nothing wrong with you."

"Oh, there is something wrong with me." Rainbow Dash said in a dramatic tone that would rival Rarity's dramatic tone. "Everything! Absolutely everything!"

"My God its Lola all over again." Lincoln muttered at a volume that nopony else could hear.

"Here Sugarcube," Applejack said as she walked up to Rainbow Dash with a Brown Betty in her hoof and stuffed it into Rainbow Dash's mouth. "This'll cure everythin' that ails ya!"

Rainbow Dash chewed on the treat and spoke to Applejack with her mouth full. "Thank you. I couldn't have done that on my own."

Rarity then walked up to Rainbow Dash and used her magic to pull a sparkly purple ribbon out of her saddle bag. "Nothing says 'get better' like a little medical pizazz! Silk slings and a glitter bandage?" Rarity said as she levitated the ribbon to Rainbow Dash's upper right hoof and tied it around the bandaged limp.

"That might help." Rainbow Dash said after swallowing the Brown Betty.

Just then the door to the infirmary opened and Fluttershy stepped in. "And how is our patient doing?" Fluttershy asked in her usual kind tone as Bulk Biceps struggled a bit to get through the door.

"I've been better." Rainbow Dash groaned as Fluttershy stepped next to the blue Pegasus's bed.

"We just wanted to let you know that we're so sorry you're hurt, but you shouldn't worry a bit about not being able to be in the tryouts." Fluttershy explained making Rainbow Dash put on a saddened expression. "We'll be alright. We even have a replacement. We're so, so sorry that you can't compete. We all know how much you love to fly."

"Wait…replacement?" Rainbow Dash asked with a raised brow. "Who did you find to replace me?"

"Me." Lincoln revealed as he pointed to himself.

Rainbow Dash's eyes widened as her head snapped over to the white head. "You?!" Rainbow Dash yelled.

Lincoln then activated the Ultimatrix and took a moment to scroll through his aliens before finding the right transformation and slamming the core down. Everypony was briefly blinded by the green flash and when they could see again, they saw Lincoln was now in his Pegasus form.

"**Jet Wing**!" The orange Pegasus announced as he spread his wings. "Since you can't compete due to your…_situation _I volunteered to be the third flyer."

Fluttershy nodded and turned back to Rainbow Dash. "And we promise-"

"Cross our hearts!" Bulk Biceps yelled, interrupting Fluttershy.

"...That if we qualify and make it to the Equestria Games and all win gold medals, you can have ours!" Fluttershy told her best friend, making her silently gasp. "Because we know how much a gold medal means to you."

Rainbow Dash's eyes sparkled as she looked at Fluttershy as her heart clenched a little. "Thanks…"

Twilight then roughly cleared her throat getting everypony's attention on her. "I think Rainbow Dash might need to rest some more." Twilight told everypony as most of them nodded and muttered in agreement.

"Come on guys." Lincoln said to Bulk and Fluttershy. "We got some serious work to do."

"Don't forget your Bettys!" Applejack yelled to Rainbow Dash as she and everypony else left.

Once they all left, Twilight looked to Rainbow Dash and sighed. "You know, choosing not to choose isn't really a decision." And with that, Twilight took her leave as well.

Rainbow Dash looked down in sadness in guilt once her purple friend was gone right as a familiar voice came from next to her. "You sure have nice friends." Rainbow Dash looked next to her and the curtain besides her bed was moved to the side as she saw none other then the male Wonderbolt member Soarin in the bed next to her with his wing wrapped up similar to her wings. "Nopony's been by to visit me. Eh, too busy practicing, I guess."

Rainbow Dash gave Soarin a small smile as she said. "Well, hopefully your wing will be better soon."

"Oh, it's fine." Soarin revealed as he turned a bit to give Rainbow a full view of his wing and flapped it a few times to show that it was true. His wing was perfectly fine. "I-I'm just keeping it warm in case my team wants me back."

However, Rainbow Dash gained an incredibly confused look at hearing this. "What do you mean, _'wants you back_?" Rainbow Dash asked in a tone that matched her expression. "Spitfire and Fleetfoot told me that you were still too injured to fly!"

"And they told me that they were worried I wouldn't be one hundred percent by the tryouts, so they were going with somepony else!" Soarin explained as he also gained a confused tone.

"That somepony else was me!" Rainbow Dash revealed to the Wonderbolt. "Until, uh, well, until I got hurt, that is."

Soarin let out a sigh before speaking. "I guess we're all out of luck. Cloudsdale won't qualify without three fliers, and Ponyville won't qualify without you. Too bad..."

Now Rainbow Dash was truly felt guilty. By not choosing either team, she pretty much screwed them both from getting into the Equestria Games. Not that she really should have considered this a choice anyway. She should have stuck with Ponyville. She should have stuck with her _friends._

Just then a beam of light shone through the window and was directed right at the pitcher of water on the other side of Raindow's bed. Suddenly a rainbow beam of light came out of the pitcher and shone down on a Ponyville flag that's been dropped on the ground. As Rainbow Dash looked at the flaf, her eyes suddenly glowed like a rainbow as she realized what she had to do.

* * *

Later, the Ponyville group was at their station all feeling pretty down in the dumps. "Well…this sucks." Wendy said bluntly as she sat down on her butt while having the move her pig tails out of her face.

"Even with Rainbow Dash's replacement, I don't think we're going to qualify…no offense." Twilight said to the Ponyville team as they all sighed.

"No…I think we're screwed." Jet Wing admitted as his wings slumped down.

Pinkie let out a grunt of irritation as she tossed of her rainbow color wig and gestured to a giant pile of pom-poms behind her. "What am I going to do with all these now?!" Pinkie yelled as everypony raised a brow at her.

"What were ya gonna do with them before?" Applejack asked with a confused tone.

"There's only so many limbs between the two of us Pinkie Pie." Wendy said as she unenthusiastically waved her own set of pom-poms around.

Rarity then let out a grown as she used her magic to levitate an outfit she just finished making up into the air for everypony to see. "Maybe my Equestria Games uniforms will still be in style next year. I mean, I am pretty fashion forward."

But just then, a figured walked past the group making them all raise their lowered heads. Twilight was the first to speak up as they all saw what was happening. "Is that Rainbow Dash…walking?"

Sure enough, everypony was witnessing Rainbow Dash, despite all the bandages she was covered in, walking and moving with complete ease and no pain. And right behind Rainbow Dash was Soarin. The two were walking up to none other then Soarin's fellow Wonderbolts Spitfire and Fleetfoot who stopped what they were doing and looked at the two Pegasus in surprise.

"Uh, does this mean you're feeling better?" Fleetfoot asked Rainbow Dash in a confused tone.

Rainbow Dash looked down in shame for a brief moment before telling the trust. "I feel great…because I was never hurt in the first place." Rainbow Dash revealed as she proceeded to tear all the bandaged off of her to show everypony she was perfectly fine.

Everypony, aside from Twilight and Jet Wing, gasped at the news with Bulk Biceps letting out an extremely high-pitched gasp. "I faked my injury so that I wouldn't have to choose between flying for Ponyville or Cloudsdale." Rainbow Dash explained as everypony gave all ears. "I wanted to fly with you both and the decision was too hard."

Fluttershy gave her best friend a gentle look as she worked up to her fellow Pegasus. "Oh, Rainbow Dash, you don't have to choose us." Fluttershy told the blue Pegasus with a small smile. "I know you love to win. And you should go with the team that surely will!"

Rainbow Dash blushed a bit at Fluttershy's words and smiled at the yellow Pegasus before speaking again. "I know now who I should have been loyal to."

"Good choice." Spitfire complimented, assuming Rainbow Dash was talking about them. "Always stick with the winners-OW!" Suddenly Spitfire was pelted in the head by a pebble thrown by none other then Wendy, who was already getting ready to throw another one if needed.

However, Rainbow Dash pointed to the side she was _really_ taking. "Ponyville!" The Wonderbolts were taken aback by this while the Ponyville group all smiled widely. Fluttershy in particular had to use her mane to muffle a happy squeal. "Because it's not just where I live, but it's where my friends are, the ponies who really care about me, whether I can help them win a race or not."

The entire Ponyville group and Soarin cheered for the blue Pegasus with Jet Wing giving Rainbow Dash an approving nodded, to which Rainbow responded with a salute.

"Are you sure that's the right decisi-OW! QUITE THROWING PEBBLES AT ME!" Spitfire was saying but then got hit with another pebble by Wendy.

However, Rainbow Dash then got into Spitfire's face and glared at the Wonderbolt leader. "You lied to me about Soarin's wing just so you could get a better flyer!" Rainbow Dash said as Soarin crossed his hooves and glared at his fellow Wonderbolts. "You may be a winning team, but you're still not the kind of team_ I_ wanna be a part of."

"Huh." Spitfire hummed as she lowered her head. She was started to feel more then a little guilty now. "Rainbow Dash, you are something. Saw it at the Academy, seeing it again here. We could learn a lot from a competitor like you."

"Think we already have." Fleetfoot stated as she to started to feel bad for what she did as well.

Spitfire nodded before turning her head to face Soarin. "Ready to fly?" She asked the male Pegasus.

Soarin's eyes widened in response as he smiled widely. "Really?" He asked in an excited tone.

"Never should've lied and tried to replace you in the first place." Spitfire admitted. "I'm sorry."

Soarin then flew up into the air and did some loop-de-loops and cheered as loud as he could. "GO CLOUDSDALE!"

Everypony laughed and cheered as the rest of the Wonderbolts took off, however Jet Wing couldn't help but lower his head and sigh. Wendy noticed this and knelt down to her transformed boyfriends' level and petted his mane. "Something wrong Linky?" Wendy asked in a concerned tone.

"Nah its just…" Jet Wing begun to say as he scratched the back of his head. "Rainbow Dash is back on the team, which is a good thing of course, but I was kinda excited for this ya know? Competing in what is pretty much the pony Olympics. It would have been cool."

"Well, there's always next time." Wendy said in a supportive tone.

As it just so happens, Bulk Biceps heard their conversation and started thinking. The buff Pegasus looked at his tiny wings and flapped them for a bit before nodding to himself and making a decision. "Yo Lincoln." Bulk said, getting Jet Wings attention.

"Hm, yeah what's up Bulk Biceps?" Jet Wing asked as he looked up at the insanely jacked Pegasus.

"Well, here's the thing." Bulk began saying as he scratched his mane. "I'm…not the best flyer. Obviously. Strength and moving heavy objects are more my thing. And I want ponyville to have the best team possible for the Equestria Games."

Jet Wing's eyes widened as he caught onto what Bulk was saying. "Wait…you mean…" Jet Wing asked as he started to gain a smile.

Bulk nodded as he revealed what he wanted to tell Jet Wing. "I want you to take my spot in the competition."

Jet Wing gasped as he stuttered a bit. "A-Are you sure man?" Jet Wing asked as he would hate it if he just took Bulk's spot if the muscular Pegasus wasn't 100% sure.

However, Bulk gave a firm nod and smiled at the transformed Loud boy. "I'm sure. Make Ponyville proud." Bulk Biceps then gave the orange Pegasus a salute.

Jet Wing immediately returned the salute. "I will. I promise." Jet Wing said as he used his hoof to cross over his heart and seal his promise.

* * *

Now was the time for Qualifications. The Wonderbolts has just finished their run and, no surprise, they easily qualified for the games. Once that was settled, Soarin looked down at the flying course below and yelled. "GO PONYVILLE!"

"Aright…here we go." Jet Wing said as he was about to take off. Since Bulk gave him his place, Jet Wing would be going first. Before he took off…

"LINCOLN!" Jet Wing looked to see Wendy waving around her pom-poms. "WHY DON'T YOU AMP IT UP!?"

Jet Wing rose a brow at first, but then realized what Wendy was saying and looked at the Ultimatrix symbol on his flank. He's never done this before with any of his pony transformations. But Jet Wing simply have a wild grin. "Well…no time like the present!" Jet Wing yelled as he slapped the Ultimatrix symbol.

Four prongs then emerged from the Ultimatrix symbol as, instead of transforming, Jet Wing started _evolving_! Once it was complete, Jet Wings orange fur turned a pitch black with orange high lights over his body. His mane was changed to a buzz cut and he lost his tail. His wings now resembled the wings of jet and were also black with orange highlights. He had a bio-helmet over his head with a retractable visor similar to XLR8. His hind legs had what resembled mini-jet boosters on his feet and the lower half of his body had indents that looked like could fit his hind legs in perfectly. And overall his entire body was slightly bigger and more aerodynamic.

"**ULTIMATE JET WING**!" The hyper evolved Pegasus announced making everypony watching gasp at seeing the evolution.

"WHAT THE HECK?!" Spitfire yelled as she looked at U. Jet Wing.

Just then an air horn went off signaling for the Ponyville team to start. Time suddenly stopped for Ultimate Jet Wing. His visor went down covering his face and his wings spread out to be perfectly straight. His legs suddenly shifted and fit into the indents on his body. The mini boosters on the bottom of his hind hooves lit up as fire ignited from them, proving they also worked like actual boosters.

U. Jet Wing then took off. Fitting his appearance, he flew with the speed and precision of a jet. He easily passed through all the hoops set up in the track and reached Fluttershy within seconds. "Fluttershy! Take it!" Ultimate Jet Wing yelled as he reached the yellow Pegasus.

Fluttershy barely reacted in time to take the horseshoe from Ultimate Jet Wing. Fluttershy then quickly went through the course herself and while not nearly as fast as Ultimate Jet Wing but Fluttershy was able to pass through the hoops and go through the course as fast as she could all with her friends cheering her on.

"Rainbow Dash!" Fluttershy yelled as she held her hoof out as far as she could. When she reached the blue Pegasus, Rainbow Dash quickly took the horseshoe and became a rainbow blur as she speed through the course. She passed through much smaller rainbow hoops that were placed higher in the sky and led to the finish line.

Everypony watched in anticipation as Rainbow passed through the last hoop and was on the last part of the course which was a simple vertical fly up to the finish line. Rainbow Dash amped up the speed and quickly passed through the cloud.

The Unicorn who was there judging the even stopped the timer as he nodded with Rainbow Dash finishing the course with time to spare even! "Ponyville qualifies!"

The ponies watching quickly erupted into cheers. Wendy and Pinkie jumped around while waving their pom-poms in the air. Rainbow Dash smiled as Fluttershy and U. Jet Wing flew up to her and the three of them shared a group hug.

Later, the Unicorn judge was handing out the qualifications medals to the teams who were qualified to participate in the games. Last up was Ponyville and Jet Wing, who reverted back to a normal Pegasus, Fluttershy, and Rainbow Dash all jumped and cheered when they received their medals.

Just then, Rainbow Dash felt somepony poking her and looked to see Spitfire standing next to her. The Wonderbolts captain took of her Wonderbolts pin and placed it on the ribbon of Rainbow Dash's metal. She and her fellow Wonderbolts gave Rainbow Dash a salute before taking off into the sky with Rainbow Dash saluting to them as they flew away.

After that, Twilight, Applejack, Rarity, Pinkie Pie, Wendy, and Bulk Biceps all went up to the Ponyville flight team and grouped up with them on the podium they were on. The Unicorn judge then got a camera and pointed it at the group. "Equestria Games here we come!" Twilight cheered as they judge snapped the picture.

* * *

"_Oh, I can't deny it. I love to win!" _The next day, Rainbow Dash was in Twilights library writing in the friendship journal about the events that transpired. "_But if I ever gotta choose between winning and being loyal to my friends, I'm always gonna choose my friends. 'Cause as much as I love winning, I love them waaaaay more._"

To finished up, Rainbow Dash put her medal with the Wonderbolts pin inside the page and proceeded to fly out of the library…missing the object glow like a rainbow for a brief second.

* * *

…

…

…

…

_**THE HUMAN WORLD**_

In the human world, Vinyl Scratch was behind the counter of a music store rocking out to her headphones. But she was forced to stop when she saw some costumers coming in. And these customers were none other then the human Rarity, human Applejack, human Pinkie Pie, human Rainbow Dash, and Wallflower Blush. Rainbow Dash in particular was carrying a guitar case into the music store.

"Rainbow Dash, I simply don't understand why you can't simply play the guitar you own." Rarity said to the rainbow haired girl as she didn't see any need to go buy a new guitar when Rainbow already owns one.

Having, Rainbow Dash gave Rarity an unamused look as she opened her guitar case and showed off an incredibly worn down and broken guitar. "Oh…I see" Rarity corrected herself after seeing the guitar's condition.

"Yikes, that things more worn out then my mom's casserole." Wallflower commented getting everyone to give her confused looks. "She's…not a good cook."

"How about this one?" Pinkie asked as she suddenly brought up a purple guitar with zebra stripes.

"No." Rainbow Dash responded, not liking that guitar.

"Looky here!" Pinkie then held up a banjo.

"No." Rainbow repeated.

"Super curly!" Pinkie brought up a tuba.

"Pinkie, maybe just let Rainbow decide." Wallflower said as she started giggling at the pink skinned girls usual antics.

"But that's the problem Wallflower." Rainbow groaned as she started pacing ahead. "I need something as awesome as I'm gonna make it sound!" Rainbow then gasped as she looked right in front of her. On display was a red guitar with two handles with lightning bolts and stars on it.

Rainbow Dash smiled at the guitar and reached out for one of its handled…only for another hand to grab the second handle. Rainbow looked and saw the girl known as Trixie Lulamoon grabbing the guitar at the same time she was. The two girls glared at each other as they started playing tug-a-war with the instrument. "Hands off Trixie!" Rainbow warned.

"I touched it first Rainbow Dash!" Trixie yelled back as she pulled on the guitar.

"Sounds to me like this is makin for a nice friendly competition." Applejack said as she thought the best solution for this was to compete for the guitar.

"All right!" Rainbow agreed with a pumped up first before looking back at Trixie. "Let's see who plays best!"

"A shred off?" Trixie challenged as she looked into Rainbows eyes.

"Shred _on_!" Rainbow said as she accepted the challenged.

Vinyl came up to them to collect the guitar so she could hand it to the winner as Pinkie handed Rainbow Dash a light blue electric guitar with Trixie grabbing an orange triangular guitar.

Rainbow went first as she caught to shredding creating an epic sound with the sound waves blowing her hair back.

Trixies was quick to respond as and showed off some amazing guitar skills of her own.

The two quickly got heated as they remained in a shred struggle, working hard to try and get one up on the other. Rainbow Dash then quickly took the lead, but then Trixie started to overpower Rainbow Dash with her sound waves pushing the rainbow haired girl back.

But Rainbow refused to give in. Suddenly electricity surged through Rainbow Dash. Her eyes glowed as the guitar she was wielding changed to a dark electric blue with the handle turning red with lightning bolt patterns.

Pony ears appeared on Rainbows head as she started to float up into the air. Finally, blue Pegasus wings formed on Rainbows back and her air extended into a long ponytail, completing her magical transformation.

Rainbow Dash then finished off her solo by landing on the ground and making one last shred that creating a sonic boom in the color of a rainbow.

When it was over and the smoke cleared, Rainbow Dash was easily the winner and all her friends began clapping and cheering for her. Meanwhile Trixie had crashed into a drum set.

Rainbow then stood up and looked over her ponied-up body. "Check me out!" Rainbow bragged as Vinyl walked up to Rainbow with the guitar her and Trixie fought over.

Rainbow was about to take it…but hesitated as she looked at the guitar she beat Trixie with. Rainbow saw her reflection across the guitars now sparkling surface and decided. "Eh, she can have it." Rainbow said as she lifted up the guitar in her hands. "Turns out _this _is the one that _really_ speaks to me."

Vinyl simply shrugged and handed the guitar to Trixie who was now sporting a victorious grin. "The Great and Powerful Trixie always win!" Trixie yelled as she lifted the guitar into the air.

"I doubt it." Rainbow said in a smug tone as she and her friends walked past Trixie. Rainbow went up to the counter Vinyl was behind once again and happily paid for the electric before she and her friends left.

Trixie was a brow and looked at the back of the red guitar only her for draw to drop at what she saw. "12,000 dollars!?" Trixie shouted in shock before looking at the exit to the store and pointing. "YOU'LL PAY FOR THIS RAINBOW DASH!"

Pinkie's head then popped up from the side of the exit. "No silly, if you want it, _you _have to pay for it!" The pink girl told the magician before looking at the audience and winking.

* * *

**_I always enjoy writing for Rainbow Dash. She's a fun character to write. Anyway, remember to Fav, Follow, and leave a review and stay tuned for..._**

**_"Pinkie Pride"_**


	22. Pinkie Pride

**_Hey everyone! _**

**_Sorry its been awhile, I've been busy on my other stories. For those who don't know I've started a Bakugan x Loud House fanfiction, if you haven't seen it, I hope you give it a chance!_**

**_But don't worry, I'm still a pony fan and passionate about this story and don't plan to cancel it one bit! I've set up to much and have WAY to much planned to stop here!_**

**_So I won't keep you here any longer, enjoy the chapter!_**

* * *

It was bright and sunny day in the town of Ponyville. However, most ponies weren't exactly going about their regular day today. Plus, balloons and streamers of all different colors were set up all around town and ponies all around town were clearly preparing for some sort of event. Specifically, a party.

And who better to help prepare and plan a party then the pink party pony herself, Pinkie Pie!

Speaking of whom…

?:

_Every single day there's something new you can plan for!_

Crossing the bridge across the small river in the town was Pinkie Pie herself with her trademarked smile on her face. She had a white saddle bag on her back with her Cutie Mark on them. It didn't take a Galvin to realize what exactly she was doing.

Pinkie Pie was preparing the next big party in town of course!

She just needed to head to a few place today to pick up some stuff, all the while singing a happy tune.

Pinkie Pie:

_Every single day there's something wonderful to do!_

_But nothing makes me happy like a day that I can say,_

_Today I planed a party and its just for you!_

After breaking the fourth wall by pointing her hoof at the audience, the pink pony stopped at a stand selling streamers that was run by a stallion. "Got any good streamers today?" Pinkie asked the stallion with a smile.

"You know it!" The stallion said, knowing Pinkie Pie as his best customer without a doubt. "Big party planned?"

"Don't ya know it!" Pinkie confirmed before walking away, eager to get the party ready as fast as she could.

Pinkie Pie:

_Don't have much time to gather all the things I need!_

_If I'm really going to make this party fly!_

As Pinkie was singing, she started to jump from the roofs of the homes of Ponyville before stopping and looking down at all the townsponies.

Pinkie Pie:

_For today's another day that all of Ponyville will say…_

Ponyville Ponies:

_There goes the Super Party Pony Pinkie Pie!_

As this was happening, Mr and Mrs. Cake were walking along the streets of Ponyville with their kids Pound and Pumpkin Cake, a male Pegasus and female Unicorn respectively.

Mr and Mrs. Cake:

_She planned our first foal shower where we played all sorts of games._

_Have so much run we chose Pound and Pumpkin's names!_

Pinkie then passed by the Ponyville ice cream shop where Silver Spoon and Diamond Tiara could be seen eating ice cream with Diamond Tiara noticing Pinkie Pie passing by and started singing as well.

Diamond Tiara:

_She planned my Cute-ceaneraa, my Dad made me, I won't lie._

_I demanded all the best, I suppose she passed the test._

_Sure it was pretty good all thanks to Pinkie Pie._

"Thanks…I guess." Pinkie Pie said as Diamond Tiara's attitude seemed to have left a bit of a sour mark, but Pinkie Pie wasn't one to hold onto stuff like that.

"Want some paints?" A stallion selling buckets of paint offered Pinkie Pie.

"I'm gonna need the full rainbow!" Pinkie Pie instantly replied back with the painter…dumping a can of rainbow paint into Pinkie's bag…along with a brush. This seemed to be what Pinkie had in mind though.

"What about me?" A Unicorn mare running a stand that sold banners asked.

"Your biggest banner!" Pinkie Pie enthusiastically yelled as she stood up on her hind legs and spread her fore hooves as far apart from each other as she could. "This party is gonna be the best!"

"I don't doubt it." The mare said, knowing full well what a Pinkie Party was like as she used her magic to levitate the biggest banner she had into Pinkie's saddle bag. Pinkie then places a party hat on top of the Unicorns horn.

Ponyville Ponies:

_Every single day there's something new we can plan for!_

_Everything single day there's something wonderful to try!_

_But nothing makes us happy like a day that we can say..._

_Today there'll be a party planned by Pinkie Pie!_

As they ponies of Ponyville sung, they followed Pinkie as she sped to each stall around Ponyville as a pink blur to gather supplies for her party.

Finally, they see her stop in front of the Sugarcube Corner where Twilight, Spike, Lincoln, Fluttershy, Rainbow Dash, Rarity, and Applejack were. Everypony then watched as Pinkie spread the banner she got out and started to quickly paint on it with the rainbow paint and brush she got earlier.

"I don't know how she does it!" Rarity commented as she and her friends watched Pinkie do her things.

"Look at her go!"

"Go! Go! Go!" Lincoln chanted with a wide smile as he encouraged Pinkie to keep going.

"Oh boy, this going to be good!" Applejack said as she looked at Rarity.

"Go Pinkie! Go!" Fluttershy quietly cheered as well.

Ponyville citizens:

_There's no other pony like her, no pony that could be _

_As great! (As great!) As fun! (As fun!) _

_As our super party pony Pinkie!_

With the Mane 6, Lincoln, and Spike joining in on the last line, Rarity and Twilight both used their magic to lift up the banner Pinkie had made to stand up in front of the Sugarcube Corner. "Ooh, I am so, so, SO excited because today!" Pinkie Pie cheered with her endless enthusiasm as hugged and ruffled Rarity's mane, to the classy mares detriment. "I'm planning the birthday bash of... Rainbow Dash!"

"YEAH!" Rainbow Dash cheered as she flew in place in front of the banner Pinkie had made before moving and how a drawing of Rainbow Dash on it.

"Pinkie!" A new familiar voice called out as the group saw Lincoln's girlfriend Wendy approaching while holding four large crates that looked extremely heavy. Wendy however, was having no issue carrying.

"Wow that girl can lift." Applejack said in surprise as Wendy approached them.

"I got all the party supplies you need!" Wendy informed the pink mare as she peeked her head from behind the stack of crates to giving everypony a smile.

"Yay! Thanks a super duper much Wendy!" Pinkie Pie thanked as she happily bounced up and down. "Just set them right there!" Wendy did as told as she gently set the stack of crates down right in front of her before wiping some sweat from her forehead.

Pinkie beamed a quick smile before jumping up and taking Rainbow's hooves in her own and pulling the rainbow maned Pegasus down to earth and looking right into Rainbow's eyes with a serious look…well…as serious as a pony like Pinkie Pie could get. "Rainbow Dash!" Pinkie said to the light blue Pegasus.

"Yes, Pinkie?" Rainbow Dash asked in a bit of an uncomfortable tone.

"You realize that, by enlisting me as your party planner, I guarantee that this is going to be the funnest, most fantabulous, superbial party in Ponyville?" Pinkie made sure to ask Rainbow as she rose her head up high causing Rainbow to duck to the ground.

"Uh...yeah? I guess." Rainbow Dash answered with a simple shrug.

"No guesses!" Pinkie said as she put her hoof over Rainbow's mouth. "Parties are no picnic!"

"Oh, I like a nice picnic." Fluttershy stated with a smile and raised hoof. However, this got a low growl from Pinkie in response. "Oh…" Fluttershy squeaked as he backed up.

"Woah, woah, woah. Easy there Pinks." Lincoln calmed the pink pony down as he knelt next to her and put a hand on her poufy pink mane.

Pinkie blew a bit of steam out of her nose before continuing. "Parties. Are. Serious!" Pinkie Pie stated as she put a hoof to her heart. "And you have my certified Pinkie Party Promise that you will have the best birthday party ever!"

"Okay." Rainbow Dash gave a shaky nod as Lincoln pulled pull the Pegasus away from Pinkie.

"Great!" Pinkie cheered as she instantly gained her peppy mood back and started jumping up and down.

"I never thought anyone could so serious about party planning." Wendy whispered to Lincoln's ear as they watched Pinkie Pie bounce up and down. "It's honestly kinda impressive."

"Well she's just passionate about what she does." Lincoln stated as he crossed his arms and smiled at the pink party pony. "Just shows how much work she really puts into stuff like this. I'd say its respectable."

"Now, who's ready to join this Super-Duper Party Pony to plan this super-duper par-tay!" Pinkie asked as she hopped around in circles.

"I am."

Suddenly everypony's eyes widened a bit a hearing a new male voice near them. Looking to the source, they saw an Earth Pony stallion leaning against a nearby house while wearing a cowboy hat and matching poncho along with a party horn in his mouth which the stallion blew into.

"…Was he standing there the whole time?" Lincoln asked, a bit creeped out at the moment.

"Who are you stranger?" Pinkie Pie asked the Stallion with a smile.

The stallion spit out the party horn in his mouth before he spoke. "Names Cheese Sandwich." The stallion told them as he moved closer to the group. "I plan parties."

"Pfft, Cheese Sandwich." Wendy had to cover her mouth to hide her giggles over the ponies name. Sure the ponies here has some rather…bizarre names, but Cheese Sandwich was just plain goofy. And when Cheese Sandwich walked forward, Wendy saw a rubber chicken with a hat on it riding on his back. "Aw, cute!"

"What an amazing coincidence!" Pinkie Pie happily said as she walked up to Cheese Sandwich and pointed a hoof at herself. "I'm Pinkie Pie and I'm planning a party!"

"Ooooooh, it's no coincidence my little pony." Cheese Sandwich told the pink mare.

"Roll Credits!" Lincoln joked from the backround, but no one paid him any mind.

"My Cheesy Sense was a-tingling." Cheese Sandwich informed everypony as he put a put a hoof to his head. "Tellin' me a party was in the works."

"A Cheesy Sense? Ah! Double amazing!" Pinkie cheered as she put her own hoof to her forehead. "I have a Pinkie Sense!"

"Yes, I sensed you did." Cheese Sandwich said as he walked past Pinkie. "And I happen to be the premiere party planner in all of Equestria. If there's a party in need, there I'll be. Be it wingding, hoedown, hootenanny, or shindig, I'm your pony."

"A pair of party pony planners in Ponyville?!" Pinkie Pies enthusiasm grew more then it already was as she bounced towards Cheese Sandwich. "What can be more perfect?!"

"I'll tell you what." Rainbow Dash said as she looked down at Pinkie and Cheese from the air. "Making this party epic! 'Cause this isn't just any birthday. It's also the anniversary of when I moved to Ponyville!"

"Wow really?" Lincoln asked, having never heard this particular information before. "Well congrats Rainbow! That really is a big deal!"

"Good heavens, Rainbow Dash. It's your Birth- Aversary!" "Rarity said to her blue Pegasus friend with a wide smile.

"Excatly!" Rainbow said with her hooves crossed and a smirk on her face. "So what do you say, party planners?"

"Oh, I think we can do it!" Pinkie excitedly said as she bounced up and down.

"Oh, I don't _think_ so!" Cheese Sandwich said, getting gasp from Rainbow and Pinkie. "I _know _so!" Suddenly Cheese Sandwich stopped speaking in the tough and low sounding voice he'd been speaking in all this time and threw off his hat and poncho letting everyone see that he wore a yellow shirt, had orange fur that was a slightly darker shade then Applejack's own fur, and a poufy brown mane and tail with his cutie mark being a grilled cheese sandwich split in half.

"After all…" And before anyone had time to react, Cheese Sandwich started singing.

Cheese Sandwich:

_The super-duper party pony–that pony is me! _

_I always knew that was the kind of pony I would be!_

Pinkie Pie:

_Me too!_

"C'mon ponies!" Cheese Sandwich enthusiastically encouraged as he danced around. "Who here likes to party!?"

"Uuuuuuuuh…" Lincoln let out as he stared at Cheese Sandwich with widened eyes. As soon as the party stallion started to sing and talk in his normal voice…Lincoln swore he's heard him somewhere before.

Cheese Sandwich:

_When I was but a little colt, I just wanted to play! _

Pinkie Pie:

_Like me!_

Cheese Sandwich:

_But everypony told me, "Cheese, that fun just wastes the day"_

Pinkie Pie:

_As if!_

Cheese Sandwich:

_But when I threw a party and I busted out some moves!_

Pinkie Pie:

_Uh-huh!_

Cheese Sandwich:

_The ponies finally saw the light and got into the groove!_

Pinkie Pie:

_You know it!_

"Ok seriously, where have I heard this guy before?" Lincoln said with a frustrated tone getting a strange look from Wendy in response.

Cheese Sandwich:

_The super-duper party pony–that pony is me!_

Pinkie Pie:

_And me!_

Cheese Sandwich:

_You'll never meet another party pony quite like Cheese!_

Pinkie Pie:

_Uh, Pinkie?_

Cheese Sandwich:

_My parties are all off the hook _

_I never plan them by the book _

_I start out fun, then whoopsie-daisy _

_Everybody just gets crazy! _

_Bored of snacks made by your mom? _

_How about a giant party bomb? _

_Huge piñatas filled with cake _

_Or dive into my fruit punch lake! _

_The super-duper party pony–that pony is me _

_You'll never meet another party pony quite like Cheese_

_Oh, when I throw a Cheese party, be sure to not be lame _

_And miss my pie fights, wacky kites, and streamers in your mane _

_Fizzy drinks, Hawaiian shirts, and brie fondue delight _

_You know that with Cheese Sandwich, you'll be partying all night! _

"Come on everypony! Lets party down with Cheese!" Rainbow Dash encouraged everypony as they all took off after Cheese Sandwich. All with the exception of Pinkie Pie, Lincoln, and Wendy.

"You're really a certified party pony?" Fluttershy asked the orange Stallion.

"That's right! That's my guarantee!" Cheese Sandwich confirmed for the yellow Pegasus. "_The super-duper party pony–that pony is me-e-e-e-e_!"

"_But what about the super party pony named Pinkie...?_" Pinkie sang sadly as she watched all of Ponyville, including her best friends, carry Cheese Sandwich off while cheering for said pony.

"Aw, poor Pinkie Pie." Wendy said with sympathy towards the pink party pony. "I can't believe they all just ditched her like that."

"So much for the element of Loyalty Rainbow…" Lincoln dryly said as he watched said Pegasus float along with the crowd of ponies cheering for Cheese Sandwich. "No way that super familiar sounding pony can compare to Pinkie when it comes to party planning."

"You thinking what I'm thinking?" Wendy asked as she smirked at Lincoln.

Lincoln simply returned the smirk and nodded as the two walked up to Pinkie Pie with Lincoln saying. "Come on Pinkie, don't let that get ya down." The Ultimatrix user told the pink mare as she looked up sadly at the two humans. "You just gotta show em you're a much better party planner then that Cheese Sandwich…pfft ok I can't take anyone with a name like that seriously."

"You really think so…" Pinkie sadly asked as her mane deflated a bit.

"Totally!" Wendy cheered with a beaming smile. "And if you need help me and Lincoln will be more than happy to hand a couple hands!"

Just then Lincoln snapped his fingers as an idea came to him as he rolled up his hoodie sleeved and activated the Ultimatrix turning into…

"**Ditto!**" Announcing his name in a cartoony voice, Ditto immediately started doing what he did best and started splitting up until there was a dozen Ditto's.

"Or how about a dozen hands!" All the Ditto's said in unison.

Pinkie Pie looked at the small Ditto brigade in front of her and suddenly gained a wide smile followed by a squeaky sound as her mane puffed up back to normal. "Alright! We're gonna plan the most super-mega-ultra-amazing-awesome-party Equestria has ever seen!"

"Pinkie yes Pinkie!" Wendy and all the Ditto's said in unison before huddling up and discussing a plan.

* * *

With Twilight, she was currently walking towards the Sugarcube Corner while levitating a couple of flags in the shape of Rainbow Dash's Cutie Mark with her magic. Twilight was hoping to get the three of them to help Cheese Sandwich plan Rainbow Dash's party.

So far it was going great and Cheese Sandwich was pulling out all the stocks. Fancy banners with Rainbow's face, flags of her Cutie Mark, lighting bolt streamers in all different colors, rainbow lights. Pretty much rainbow everything.

All of which gained Rainbow Dash's seal of approval.

"Hey Lincoln, Pinkie, Wendy! Are you all he-What the?" Upon arriving at the Sugarcube Corner. Twilight saw a giant tarp barrier around the bakery and then some, completely hiding what was beyond the tarp. However, Twilight could hear the construction being down from inside as well as many cartoony voices speaking at once.

"Move that over there!"

"We need more gelatin mix!"

"Has anyone seen the jackhammer?"

"Ow! My toe!"

"What's going on?" Twilight asked as she was about to walk past the tarp only for two Ditto's too come up wearing suits and sunglasses to block her path. "Uh, hey guys whats going on?"

"I'm afraid that's classified information." The first Ditto said as he crossed his arms behind his back.

"We're working on Rainbow's Birth- Aversary party." The second Ditto said afterward, getting a slap to the back of the head from the first Ditto.

"What part of classified don't you get doofus!" The first Ditto scolded his clone.

"But wait, Cheese Sandwich is working on Rainbow's party." Twilight told the two Ditto's, with the clones simply rolling their eyes behind their sunglasses. "That's actually wanted to talk with you, Wendy and Pinkie about. I was wondering if you'd all help us and Cheese Sandwich."

"Oh I'm sorry what was that?" The second Ditto asked as he put a hand to his ear. "I can't hear you over you and your friends ditching Pinkie Pie and making her days of hard work go to waste."

"Oh…" Twilight let out a sigh as she saw where this was going. "Ok, look, I'm sorry we just left Pinkie behind like that. We shouldn't have done that. But when it comes to the party, it is kinda Rainbow's party and she should be the one to chose who works on it and how it is. Plus, the party could be even better if Pinkie and Cheese come together to work on it."

"Hmph, you worry about your little party, and we'll work on ours." The first Ditto sternly told Twilight, refusing to let the purple Alicorn past.

Twilight took a deep breath through her nose before running a hoof across her face. "Look, Lincoln, I just wanna ask you or Wendy a quick favor, we need help getting something together so we can make it work for the party."

"Well have you tried working the shaft?" The first Ditto joked with a smirk and snarky tone.

Twilight was not amused one bit.

"You know what…never mind. We'll figure it out." Twilight said as her patience wore thin and she just decided to turn around and start walking away with an annoyed look on her face. "Good luck with your thing."

"…Just know, I thought it was funny." The second Ditto told his clone with a smile on his face.

"Thanks man. You're always there for me." The first Ditto thanked his clone.

* * *

Back at the area Cheese Sandwich was preparing his party for Rainbow Dash, quite a spread was set out as the area was filled with Rainbow Dash themed decorations, long tables filled with food and all sorts of deserts and even a chocolate fountain.

And meanwhile Cheese Sandwich, now wearing a different type of cowboy hat along with his rubber chicken companion, was walking around making sure everything was done right while Rarity and Applejack followed close behind him. "I must say I marvel at your superior party planning expertise, Cheese Sandwich." Rarity complimented the stallion followed up by a giggle.

"Well, they don't call him the super-duper party planner for nothin'." Applejack followed up.

And then after a little while longer, everything was complete. All the decorations have been set up, the good, the games, it was officially party time. "Totally awesome!" Rainbow Dash cheered as he looked at all the multi-colored lights in the shape of a lightning bolt set up.

Applejack then walked up to a spot light set up near the stage and turned it on causing it to shine rainbow lights into the sky with the light shaping itself at the end of it to make Rainbow Dash's Cutie Mark appear high in the sky. "Huh. Best I've ever seen." Applejack stated as she looked up at the light.

"I can't believe it!" Twilight said in amazement as she just watched Cheese Sandwich finish up an ice sculpture of Rainbow Dash's Cutie Mark.

Just then, everypony in the area suddenly heard someone playing fanfare on the trumpets. All the ponies looked to the source and found two Dittos, causing Twilight to sigh as she could see where this was going. "Rainbow Dash…" The first Ditto began.

"You are hereby invited to the Sugarcube Corner for your ultra-special Birth-Aversary celebration!" The first Ditto told the rainbow themed Pegasus as he snapped his fingers. On cue to the snap, four more Ditto's suddenly came up to the scene carry a rainbow themed palanquin with a throne on it that had Rainbow Dash's Cutie Mark on it.

"Oooooooo!" Rainbow Dash let out in awe as everypony silently gasped as they watched her fly over to the palanquin and sit down on the throne. "Oh that comfy."

"Your Birth- Aversary crown my lady." The second Ditto that came along to play the fanfare with the first one said in a regal voice as he placed a rainbow-colored crown on Rainbow's head.

"Now that's what I'm talking about!" Rainbow said as she adjusted her crown and leaned back in the throne. "Alright, I guess I should at least see what Pinkie's done. Onward Lincoln clones!"

"Rainbow, yes Rainbow!" The Ditto's holding the palanquin lifted it up along with Rainbow Dash and started taking her to where they, Pinkie, and Wendy worked on her party.

"I think I'll tag along to!" Cheese Sandwich said with a smile. "This sounds really interesting!"

"I swear to God I'll find out why you sound familiar." The first Ditto said with a determined look as Cheese Sandwich followed up.

"Should we go to?" Fluttershy asked as she, Applejack, Rarity, Spike, and Twilight grouped up.

"I don't see why not." Spike said with a shrug.

"Lets just hope it doesn't cause any problems." Twilight said with a worried tone as she feared things could quickly end up getting dicey if something goes wrong or basic competitive spirit gets involved.

So only did Cheese Sandwich and the remaining members of the Mane cast tag along, but all the ponies of Ponyville that were ready to join in on Rainbow Dash's party had also followed Rainbow Dash and her Ditto entourage too the Sugarcube corner.

Similar to what Twilight saw when she went there earlier, a giant tarp still bordered around the establishment, keeping whatever was behind it hidden. However, as ponies were either muttering what was possibly behind that with Cheese Sandwich simply looking on with a smile.

"So what's gonna happen?" Rarity asked as she put a hoof to her chin.

"Ya got me." Applejack said as she lifted her hat up to scratched her head for a brief moment. "Pinkie's never done something like this before. Then again she's never had Lincoln and Wendy help him out before."

"So when are we gonna get to the good stuff?" Rainbow Dash asked in an impatient tone from a top her Birth-Aversary throne.

Rainbow quickly got her answer as Wendy slipped through from under the top holding a rainbow-colored rope in her hands. Clapping her hands a few times to get everypony's attention, she cleared her throat before speaking up. "Attention everyone! May I present…Rainbow Dash's Birth-Aversary spectacular!"

Wendy then pulled the rope, bringing the tarp down…and everypony's jaw dropped at what they witnessed in front of them.

The area around the Sugarcube Corner and beyond that had turned into a complete party zone. The food tables were filled with all sorts of Rainbow themed treats like cupcakes with rainbow frosting, punch with sherbet ice cream in it, all sorts of Rainbow's favorite good, and the center piece being a large cake with a frosted picture of Rainbow Dash on it.

As for decorations, the top of the Sugarcube Corner had lights set up to create a silhouette of Rainbow Dash that flickered a different color every 5 seconds. Multiple flags were set up around the area with one side having Rainbow Dash's Cutie Mark and the other half having her face. Similar to what Cheese Sandwich did, there was an ice sculpture of Rainbow Dash. In fact, looking up, they saw the clouds themselves were now in the shape of Rainbow Dash's Cutie Mark.

As for activities, tons of stuff had been set up! There was a water slide of cherry punch, a stage set up for Karaoke, a green apple gelatin trampoline where two Ditto's were currently showing off its bounciness, a dunk tank where one Ditto was currently taunting and making fun of another group of Ditto's that were trying and failing to dunk him in the water, and a whole bunch of different party games that had Rainbow Dash's eyes sparkling from her throne.

"This. Is. AWESOME!" Rainbow Dash cheered as she zipped out of her throne and started flying around the area. "I've never seen a jello trampoline before! Is that sherbet ice cream punch?! Do I smell hayfries?! Is that cherry punch in the water slide!"

"So, how's that for a party?" Wendy directed at Twilight with a smug smile on her face and her arms crossed. Twilight's only response was a sigh and an eyeroll.

"Wow!" Cheese Sandwich let out with a smile and an impressed tone. "I gotta say, this is all a really impressive set up! Who did this?"

"I did _Cheese Sandwich!_"

Suddenly the door to Sugarcube Corner slammed open and out from it stepped out Pinkie Pie looking right into Cheese Sandwich's eyes. Everypony was silent was they watched the pink pony march outside and come close to Cheese Sandwich. "Alright Cheese Sandwich." Pinkie Pie said as she stood a few yards away from the Stallion. "I'll admit, your party planning skills are impressive. But only one pony can hold the title of Super Party Pony and plan Rainbow Dash's party. So, to get to be the Pony that hold that honor, I challenge you…"

"TO A GOOF OFF!"

The rest of the Mane cast gasped in response as Fluttershy ducked down and covered her head. "Not a Goof-Off!" Fluttershy gasped out.

"…Uh…what's a Goof-Off?" Applejack asked Fluttershy in a confused tone.

"I have no idea." Fluttershy admitted to the farm pony with a sheepish smile.

Cheese Sandwich returned Pinkie's challenging look as he put on a fez and went back to speaking in his deeper voice. "This Cheese has stood alone for a long time, Pinkie Pie." Cheese Sandwich said as he narrowed his eyes at the pink mare in front of him. "You think you can out-goof me."

"Oh, I don't think so." Pinkie Pie said in an all to causal tone before raising her voice. "I KNOW so! And the stakes are high Cheese Sandwich. Whoever wins will be dubbed the Ultimate Super Duper Party Pony and headline the Rainbow Birth-Aversary Bash!"

"And the loser?" Twilight asked.

"Doesn't!" Pinkie Pie stated.

"Ooooo! Things just got real!" A Ditto said as he pulled out popcorn from somewhere and started eating and watching the scene in front of him as everypony around him gasped.

"So, are you in, Cheese?" Pinkie asked with a smirk as she poked Cheese Sandwich's chest. "Or are you…boneless?"

"Shots fired!" Wendy yelled from the backround.

"Nopony called me Boneless." Cheese stated before turning to his rubber chicken companion on his back. "Right Boneless?"

"…" Boneless, being a rubber chicken, said nothing.

"Then the Goof-Off is on for High Noon!" Pinkie announced as she raised her hoof in the air.

"Um, Pinkie." A Ditto told the pink party pony. "It's, uh, already 3."

"Oh, well then." Pinkie said with her usual tone and smile before going back to her challenging look towards Cheese Sandwich. "Then make the Goof-Off at 3:10 then!" With a challenging look sent into each other's eyes, Pinkie and Cheese went off to prepare for what would happen in 10 minutes.

* * *

_**10 MINUTES LATER**_

Everypony was gather around the center of town. They all gathered to see the event that was about to transpire. Facing off against each other was Pinkie Pie and Cheese Sandwich, ready at any moment to start their Goof-Off for the honor of headlining Rainbow's party.

Pinkie was currently dressed in a comedically oversized cowboy hat with an arrow going through it, and sparkling blue cowboy boots. Meanwhile Cheese Sandwich had fuzzy elephant slippers on his front hooves, ugly mismatching socks on his hind hooves, and a snow hat with a fish on top of it.

As both party ponies stared each other down, a Ditto came up from behind Pinkie and started massages her shoulders. "Alright kid, this is the big event." Ditto told her in a trainer-like voice. "Give em everything ya got and don't pull your jokes."

"You got it coach!" Pinkie told Ditto with determination.

Just then Twilight walked between the two levitating a book with her magic. "Alright everypony, according to my official Goof-Off Rule Book…" Twilight announced as she opened the book up.

"She actually has a Goof-Off Rule Book?" Rainbow Dash whispered in disbelief at Twilight having something so…random.

"Are you kidding?" Spike told Rainbow with a smile as he nudged the Pegasus with his elbow. "Twilight can find a rule book for everything."

"The two competitors have free range to goof about - be it by singing, dancing, playing, prancing, joking, or performing - to make the judge chortle, chuckle, giggle, guffaw, hoot and holler, whoop it up, and party down." Twilight read directly from the book.

"Wow they really thought of everything for something like this." Wendy whispered as she munched on a cupcake she may or may not have swiped from the goody table.

"The funnier, sillier, wilder, and goofier, the better." Twilight finished reading before closing the book and turning the Birth-Aversary mare herself. "Rainbow Dash, since the winner will be headlining your party, you are the judge."

"Heh, big tense competition on my Birth-Aversary." Rainbow Dash said in an unsure and nervous tone. "What could be better?"

"Cheese Sandwich, Pinkie Pie, are you ready?" Twilight asked the two competitors.

"I was _born_ ready!" Pinkie said as she stomped a hoof on the ground.

"I was ready before I was born!" Cheese Sandwich countered as he looked right into Pinkie's eyes.

"Then…" Twilight began as she started flying in the air. "Let the goofing begin!"

Twilight then flew away so the two competitors can face each other down. Pinkie and Cheese Sandwich then started bouncing and walking towards each other respectively with Rainbow Dash in the middle as the judge of the event.

Then, once they got to a certain distance, they begun!

Rainbow Dash watched as Cheese Sandwich started dancing around on his hind hooves while playing the accordion. This got a smile from Rainbow Dash, but Pinkie quickly countered by rolling on top of a ball on her hind legs while juggling cupcakes while wearing a mustache and propeller cap and singing.

Pinkie Pie:

_It's your birthday party, a very special day _

_I've got a song, it won't take long, I just wanted to say _

_Happy, happy, happy, happy _

_Happy, happy, happy, happy _

_Happy, happy, happy, happy birthday to you! _

Pinkie finished up the song by tossing her cupcakes to Rainbow Dash who happily caught them with her mouth and ate them up before Pinkie took off her mustache and, with the wave off her hoof, suddenly made a cupcake with a little frosting sculpture of Rainbow Dash appear.

Suddenly Cheese Sandwich came come up rolling on a giant cheese wheel while stilling playing the accordion before jumping off and landing right next to Rainbow Dash, singing himself.

Cheese Sandwich:

_If you wanna be the life of the party _

_But you're feeling just a little uptight _

_Call the doctor, beg and plead _

_"Doctor, tell me what I need" _

_Try to put a little cheese in your knees!_

Cheese Sandwich then finished up his turn by dancing around with cheese wedges attached to his hind hooves.

Just then a giant fish hook came down from above and scoop Rainbow Dash up and reeled up her and showed Pinkie Pie in a basket with a punch of balloons attached to it and keeping it afloat. Rainbow Dash then flew in front of Pinkie as she began singing again.

Pinkie Pie:

_Bubbles and balloons, bubbles and balloons _

_What's a birthday party without bubbles and balloons? _

_Star-shaped or trapezoid, look what I can do _

_Only Pinkie Pie can make a bubble shaped like you! _

Pinkie showed off her skills by making balloons in the shape she sung as well as blowing a Rainbow Dash shaped buddle.

Rainbow Dash was now smiling widely and was about to start laughing, but just then Cheese Sandwich pulled her away and onto the roof of the Ponyville capital and started flopping around and encouraging Rainbow to do the same.

Cheese Sandwich:

_Just let yourself go floppy, for now this is your chance _

_Pretend you have no bones and do the rubber chicken dance! _

"Hit it Boneless!" Cheese Sandwich said as he gestured to his rubber chicken companion who was suddenly on top of a stage and flopping around just like Cheese Sandwich was.

"I'm frightened." Lincoln, who was now human again, stated after he watched the display and was slightly unnerved about it.

Pinkie then took her turn as she jumped on top of a trampoline to meet Rainbow Dash at the top of the structure she was on.

Pinkie Pie:

_Cooler than a rubber chicken and tastier than cake _

_Come on, you, let's party down and do the Gummy shake! _

Rainbow Dash then flew down to Pinkie after said mare stopped bouncing on the trampoline and pointed to where her pet alligator was. "Hit it, Gummy! Uh-huh! You know it! Shake it!"

"Aaaw." Wendy let out as the alligator did what it did best. Standing there doing nothing.

Rainbow Dash smiled widely nevertheless before suddenly a large cheese wheel was placed on her head as Cheese Sandwich picked her up and set her on a throne that sat upon a large cheese themed floated and handed Rainbow a scepter with a cheese wheel at the end of it.

Cheese Sandwich:

_'Cause I like to make you smile, smile, smile _

_Yes I do _

_It fills my heart with sunshine all the while _

_Yes it does _

_'Cause all I really need's a smile, smile, smile _

_From these happy friends of mine _

"That's MY song!" Pinkie Pie clamed as she suddenly appeared from under one of the large slices of cheese on the float.

"What do you mean?" Cheese Sandwich asked with a smile. "I have no idea what you're talking about."

"THAT'S IT!" Pinkie Pie yelled angrily at the Stallion before pulling out her party cannon and aiming it right at cheese and gaining her usual smile back…supposedly.

Pinkie Pie:

_Roll out the party cannon _

_When you hear the party cannon song _

_Ka-BOOM! _

Pinkie proceeded to blow a small puff of confetti right at Cheese Sandwich before entering the cannon herself and blasting herself in the sky.

Cheese responded by putting on a helmet and jumping on top of a rather large cannon that had its barrel extended out right in front of Rainbow Dash causing her to look right inside.

Cheese Sandwich:

_Why should you compromise? Try this one on for size _

_'Cause nothing quite says cheer like the ringing in your ear _

_Of the cheese supreme cannonball surprise! _

Rainbow Dash gained a panicked look as the Cheese's cannon shot a large amount of confetti and…pelicans at Rainbow Dash point plank and sent the rainbow themed Pegasus flying and not in the way she preferred.

But when Rainbow stopped, she looked behind her and her jaw dropped when she saw Pinkie standing on top of a large cake made of confetti that was taller then any structure Ponyville had.

Pinkie Pie:

_¡Dale, dale, dale _

_No pierdas el tino! _

_Porque si lo pierdes _

_¡Pierdes el camino! _

However, as Pinkie finished her song, one of the pelicans that was shot out of Cheese party tank as it should have been called landed on the very top of the confetti cake. This extra weight caused the cake to fall from the crane that supported it and land right on top of Rainbow Dash.

"Rainbow!" All her friends called out in concern for their friend. Due to the light weight material, Rainbow Dash didn't appear to be hurt but it still caused her lower half to be stuck.

Pinkie saw this as she landed on the ground and suddenly her eyes glowed like a rainbow as she realized what she has done. "Rainbow's not having the best party ever!" Pinkie Pire gasped out. "I... I broke the Pinkie Party Promise! _Stop_! The goof off is off!"

Everypony watching muttered in confusion as Wendy lifted up the confetti cake Rainbow Dash was stuck under, freeing the Pegasus as both she and Cheese Sandwich walked up to Pinkie Pie. "But I haven't named a winner." Rainbow Dash stated.

"You don't have to. I forfeit." Pinkie Pie said, getting gasp from her friend. "Which means...Cheese Sandwich wins."

Cheese Sandwich laughed for a bit…but then realized Pinkie was serious and gained a mixed of a confused and surprised look with a tone to match. "I do?"

"Yes." Pinkie Pie confirmed with a nod. "Yes. You get to headline Rainbow Dash's party."

"But what about you Pinkie?" Wendy asked in a concerned tone for her best pony friend.

"I…" Pinkie sniffled as tears built up and fell from her eyes. "Don't."

* * *

A half an hour later, Pinkie could be seen near the outskirts of Ponyville loading up all of her stuff into a cart. With Cheese Sandwich around as the new super party pony, there was no need for a second-rate party planner like her around anymore. She figured she should either head back to her family's rock farm or…somewhere else. She didn't know yet. She'll figure it out as she goes.

"Pinkie! Wait!" Stopping Pinkie Pie from making her trip out of town was the voice of the Birth-Aversary mare herself Rainbow Dash as well as the rest of her friends running up to her. "I'm sorry I got all swept away by Cheese Sandwich." Rainbow apologized as she flew in front of Pinkie.

"We all are." Twilight said as Rarity, Applejack, and Fluttershy came up from behind Twilight and voiced their apologizes to Pinkie.

"Me and Lincoln have some blame as well…" Wendy admitted while rubbing her arm.

"Instead of talking about it like civil people we encouraged you to make a competition out of it." Lincoln said as he sheepishly rubbed the back of his head. "That's our B."

"Sorry Pinkie." Spike apologized as he walked up to the pink pony.

"No. _I'm _sorry I let my pride get in the way of you having the best Birth-Aversary ever." Pinkie apologized to Rainbow Dash in a saddened tone. "Cheese Sandwich really is a super-duper party planner, and he'll be a terrific headliner. I should've been a big enough pony to admit that and let you have your day."

"But don't you get it?" Rainbow Dash said to the pink mare as she flew right in front of Pinkie's face. "You're _both_ super-duper party ponies. Sure, Cheese Sandwich is a great _guest_ party pony, but you're Ponyville's _permanent_ party pony. Nopony could ever take your place, and we could never have a party without you." To emphasize her point, everyone joined in giving Pinkie Pie a group hug.

"Rainbow Dash is right." Looking forward, everyone saw Cheese Sandwich standing in front of them holding the original cowboy hat he had on when they first met him to his chest and giving Pinkie an apologetic look. "I never meant to take your place in Ponyville. I just wanted to show _you_ what a great party pony I am, Pinkie."

"Why me?" Pinkie Pie asked in confusion.

"Well…" Cheese Sandwich then started to sing a song…

Cheese Sandwich:

_I fear I told a little fib about my pony past _

_I hope that when you hear the truth, you will not be aghast _

_I wasn't quite the super party pony like I claimed _

_The fact is that I was so shy, nopony knew my name _

_I stumbled into Ponyville one afternoon by chance _

_And found the biggest ever celebration party dance _

_Everything was perfect, cheer was filling up the place _

_And I saw that everypony had a smile upon their face _

_I vowed that day to change my life, the past I did set free _

_For now Cheese Sandwich was a party pony full of glee _

_A super-duper party pony - that's what I became _

_I traveled all Equestria, and all did know my name _

_But that never would have happened on my own, I'll tell you why _

_For the one who threw that party, it was you, Pinkie Pie _

"Me?" Pinkie Pie asked in a surprise tone.

"Yes!" Cheese confirmed with a nod and bright smile.

"Hah, really?!" Pinkie Pie asked again in a more excited tone.

"Really!" Cheese Sandwich confirmed yet again with sparkling eyes.

"So _I_ was the pony that threw the awesomely spectacular party that inspired you to become an awesome spectacular party thrower?" Pinkie asked once more while bouncing around Cheese Sandwich.

"Swear on Camembert!" Cheese Sandwich said before Rainbow Dash blew between the two party ponies.

"Enough with the warm fuzzy stuff, you two." Rainbow Dash cut them off from saying anything else. "It's my Birth-Aversary, and you gotta throw me a bash!"

"Yeah!" Pinkie Pie said with her enthusiasm for party planning back happier and peppier than ever.

"Let's go!" Cheese Sandwich told his fellow party pony as the two went off to combine their party planning talents to make a party all of Equestria would remember for a long time.

Pinkie and Cheese:

_Super duper party ponies - that is me and you _

_A party thrown by one is good, but not as great as two _

_Come on and let's join forces, have twice the expertise _

_Now let's all go to the party planned by Pinkie Pie and Cheese!_

* * *

That night, the celebration was in full swing. Pinkie and Cheese combined efforts along with the stuff the two of them had put together alone met the party was 100 times what it was originally going to be with either pony working on it by themselves at least!

Everypony was laughing, cheering, and eating and just having a great time.

Finally, two spots lights turned on and aimed themselves at the stage that was set up with Cheese Sandwich, no wearing a top hat and blue bow tie, peaking his head out of the curtains with a microphone in hoof. "All right, everypony!" Cheese Sandwich announced as he walked onto the stage. "We are here to celebrate the birthday..."

"And anniversary!" Pinkie Pie added in as she appeared next to Cheese Sandwich, also wearing a top hat and blue bow tie.

"Of Rainbow Dash!" The two-party ponies announced in unison as suddenly a blue gift box floated into the air with Rainbow Dash emerging from it wearing a party hat.

"Hey, everypony!" Rainbow Dash shouted to the crowd as the spotlight shined down on her. "Who's ready to get their party on?! Hit it!"

Cheese Sandwich then handed Pinkie the mic as the pink mare started to dance and sing on stage.

Pinkie:

_Get your hooves up, party's starting out right now _

_Everypony, everypony get down _

_Time to make a wish, better make it right now _

_It's been a year and today is your birthday party _

_Make a wish, it's your birthday _

_Make a wish, it's your birthday party _

_Make a wish, it's your birthday _

_Make a wish, it's your birthday party _

At the end of the song, a giant cake was brought up for Rainbow with the Pegasus blowing the top candle out the old-fashioned way and then proceeded to snuff the rest of the flames by flying around them and letting the wind she made do the trick.

"Ah sure hope there ain't no stallion dancer popping out of it." Applejack said in an uncomfortable tone due to the image of said event possibly happening.

"Cheese Sandwich asked." Lincoln stated with crossed arms causing Applejack's eyes to widen. "But he couldn't afford me."

A little later, after everypony had cake, Cheese Sandwich could be seen leaning against a tree munching on a cupcake as Rainbow Dash flew up to him. "Cheese Sandwich! Oh, I gotta tell ya, you and Pinkie have totally made this the best birthday/anniversary super combo ever!" Rainbow Dash praised the party stallion. "Hah, it's totally-"

"Epic?" Cheese Sandwich finished for Rainbow with a grin.

"Yeah! It is!" Rainbow Dash said as she did a loop-de-loop.

"That's all I needed to hear, little filly." Cheese Sandwich said, using his deep cowboy voice as he put on a black fedora. The orange Earth Pony then walked up to Pinkie as she was writing in the friendship journal and sent a little wooden box over to her. "Just a little memento of my visit."

Pinkie opened the box and gasped when she saw it was none other then Boneless, Cheese Sandwich's rubber chicken. As Pinkie looked at it, the rubber chicken glowed like a rainbow as Pinkie said. "You're giving me your special rubber chicken friend?" Pinkie Pie asked, feeling a little guilty about Cheese giving her his little rubber friend.

"Oh, he's not the only one." Cheese Sandwich said as reached into his saddle bag and pulled out another rubber chicken that had a big red two on its belly. "Well, Boneless Two, another job well done. But it's time we mosey along. Another town, another party."

"Wait, wait, wait, wait! Before you go!" Lincoln said as he ran up to Cheese Sandwich, briefly stopping him from leaving as Wendy, Spike, and the rest of the mane 6 gather around him, Pinkie, and Rainbow. "I need to ask you something."

"Oh, sure!" Cheese Sandwich said with a smile. "What is it?"

"…We're you ever a ghost in a top hat?" Lincoln asked that of all things, getting strange looks from everypony except Pinkie and Cheese Sandwich.

"Hmmmmm," Cheese Sandwich thought as he put a hoof to his chin. "No I don't believe so."

"…A super unlucky kid with a backpack with infinite storage?"

"Nope!"

"An alien space God?"

"Don't think so."

"A doctor with a clown wig?"

"Hehe, sounds like something I would dress as but not something I was."

"A wizard who draws power from math?"

"Sounds fun! But nope!"

"A super smart banana?"

"Can't say so."

"A singing squid?"

"Nopedy, nopedy!"

"…A transforming robot?"

"Now that's cool! But I wasn't."

"Huh…I'm out of question." Lincoln embarresingly admitted. "Sorry its just, you sound so familiar for some reason."

"Oh don't worry about it!" Cheese Sandwich reassured the Loud boy with a smile. "Well, I hope we can all meet again someday. Goodbye everypony!"

"Goodbye!" Everypony said in unison as they watched Cheese Sandwich walk away.

"You know…" Pinkie Pie said, getting everypony else's attention. "I never did get that pony's name."

"Cheese Sandwich!" Everypony told Pinkie in unison in an annoyed tone. All except Lincoln was still deep in thought.

"Hehe, oh yeah." Pinkie giggled as she looked at the rubber chicken sitting on top of her head.

"Wait! I got it!" Lincoln suddenly shouted with a wide smile, getting a quick scare out of everypony for the sudden outburst. "He sounds exactly like-"

* * *

…

…

…

…

_**THE HUMAN WORLD**_

In the human world, in the kitchen for Cantorlot High, the human versions of Pinkie Pie and Granny Smith could be seen together with Granny Smith handing Pinkie a large wooden spoon and a bowl of batter. "Just remember." Granny Smith told the pink skinned girl as she briefly stirred the bowl of batter with the spoon as a demonstration. "The most important thing about sugar butter cocoa cookies is to fold your batter. To march arm turning will make your cookies harder than a lump of coal."

Pinkie Pie nodded and took the bowl of batter and spoon from Granny Smith and proceeded to stir the batter in just the way Applejack's granny told her to. As she was doing this, the human version of Rainbow Dash suddenly walked up to Pinkie Pie and spoke to the party girl. "Come on Pinkie, you promised you'd help me find a drummer for my band." The rainbow haired girl hold Pinkie.

"I guess I can fold a little faster." Pinkie said as the faster she got done helping Granny Smith with her cookies, the faster she can go on to help Rainbow Dash. A big smile then came to Pinkie's face as an idea came to her as she looked rummaged around the kitchen supplies a little bit and grabbed another wooden spoon as well as a second bowl of batter.

"Some people just don't get how hard it is for someone to use both hands the way a drummer can." Rainbow Dash ranted as she leaned against the counter.

"I'll bet!" Pinkie said as she expertly used both of her hands to stir and fold each bowl of batter. Even managed to lift them up into the air a bit. However, Pinkie then made the mistake of accidently throwing the bowls into the air and when Granny Smith looked back at the noise, she saw an annoyed Rainbow Dash and sheepish Pinkie with batter on their heads.

Later into the day, Pinkie and Rainbow Dash had a large banner set near the soccer field and were about to start working on it. "Now, it's important that we make our banner look awesome!" Rainbow Dash told Pinkie as she picked up a paint brush. "So feel free to use as much glitter as you want."

Pinkie needn't here more and disappeared in a pink blur. Not aware Pinkie was gone, Rainbow Dash spoke up again. "My drummer can't just be anybody."

"Oh of course not!" Pinkie said as she returned with a giant can of glitter, about as big a drum. Pinkie then turned the can upside down and started tapping at the bottom, getting glitter onto the banner all the while making a toe tapping rhythm on the glitter can.

"They need to have the right instincts ya know." Rainbow Dash said as she painted on the banner.

"Totally!" Pinkie agreed as she held the glitter can between her legs and started _drumming_ on the bottom to unleash even more glitter!

However, in the direction she was sending out glitter, it ended up not only getting on the sign, but leaving a very annoying purple glitter covered Rainbow Dash lightly glaring at Pinkie.

Now in the lunchroom, Pinkie and Rainbow were now sitting with Applejack and Rarity at the table. Fluttershy was currently still getting her lunch and Wallflower said she was going to give Sunset Shimmer her lunch with the yellow skinned girl having refused to eat lunch anywhere else other then hidden under the bleachers in the auditorium ever since the Fall Formal.

"I need someone with a lot of…energy!" Rainbow Dash told her friends as she was still struggling to find a drummer for her band.

"Absolutely!" Pinkie Pie completely agreed as she stirred her milk with a spoon with the powder she put in it turning it pink. Just then Pinkie Pie smiled widely as an idea came to her and she grabbed her sppon and fork and started tapping them all over her lunch tray and other stuff in front of her, getting into a rhythm.

"And I mean a lot of it!" Rainbow Dash said, oblivious to Pinkie's antics. "Not just energy but excitement, enthusiasm."

However, she and everyone else became aware of Pinkie's little game she started _drumming _around so hard that it was shaking the table. "Pinkie!" Applejack scolded the pink girl as she grabbed Pinkie's utensil's to stop her.

"Whaaaaat." Pinkie Pie asked, not to happy her rhythm got cut short. However, she soon gained it back as she pulled away from Applejack and start tapping against the table again but then sped off started doing her thing all over the place.

"They need to be able to carry the whole band on their shoulders." As Rainbow said this, Pinkie came by and _drummed _over her, electing an annoyed growl from Rainbow as she stood up and sent Pinkie and angry look. "PINKIE!"

However, Rainbow Dash looked and saw Pinkie _drumming_ all over Rarity and Applejack with Applejack not taking to kindly to it and Rarity trying to cover her face and said. "We've got to find an outlet for all that energy."

_DING!_

A lightbulb went off in Rainbow's head as an idea came to her.

Pinkie Pie could now be seen in the Cantorlot High Music Room with a pair of drum sticks in hand as she proceeded to actually play on a pair of drums! Quite well to as Rainbow, Fluttershy, Rarity, Applejack, and Wallflower watched as Pinkie went to town on the drums.

In fact, they all watched in amazement as Pinkie started glowing pink as a pair of pony ears appeared on her head and her hair extended out to a large pony tail. But despite this and even floating into the air, Pinkie never stopped playing and kept up the beat.

Finally, she finished off by slamming the two front drums and looked at her friend while heavily panting and her hair now all frizzy.

"Wherever did you get the idea to put Pinkie on drums?" Rarity asked in an impressed tone.

"I don't know." Rainbow Dash said with a rather smug smile. "Guess I just have a sense for these things."

Pinkie Pie then played a quick rim shot as she gave a toothy smile to her friends.

* * *

**_I had fun with this one! Pinkie is my favorite of the Mane 6 and I always enjoy writing her._**

**_Now, I said I wasn't pairing up Pinkie and Cheese Sandwich in this story and I'm sticking to that. I really don't have anything against it its just kinda...boring. What I mean by that is that relationships where both partners have near identical personalities isn't really interesting and doesn't offer a lot for development._**

**_Having different personalities or even opposite personalities offer for far more interesting reactions and of course development. For example some of my favorite pairings are Sucy x Akko from Little Witch Academia, Lincoln x Haiku from Loud House, and of course, Applejack x Rarity. There's just so much more to work with when the characters in a ship have totally different personalities._**

**_Speaking of development, there really wasn't any for Pinkie and Cheese. Cheese only appeared in two episodes and neither of which really set up some sort of romantic connection between the two. So in the finale episode where it showed that they were married, it honestly didn't feel satisfying or anything like that, at least imo. Just another reason I find the finale episode to be garbage. But that's besides the point. For this story, I have a different pairing in mind for Pinkie that I think will be a lot of fun as me and my best friend/co-writer Petrus have already thought of a ton of stuff for it._**

**_And just to tell everyone, its already been hinted at who I will pair Pinkie up with._**

**_And no, its not Spike._**

**_Alright, that's pretty much everything I had to say, so remember to fav, follow, and leave a review and stay tuned for the next chapter..._**

**_"Filli Vanilli"_**


End file.
